


Happy Endings

by knittedace



Category: Doctor Who, Doctor Who & Related Fandoms, Doctor Who (2005)
Genre: Adventure, Dealing With The Emotional Fall-out Of Canon, F/F, Fix-It of Sorts, Friendship, Gen, Happy Ending, Post-Episode: s10e12 The Doctor Falls, Regeneration, obviously, temporary memory loss
Language: English
Status: Completed
Published: 2017-11-29
Updated: 2018-01-10
Packaged: 2019-02-08 10:03:02
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 13
Words: 46,626
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/12862200
Author URL: https://archiveofourown.org/users/knittedace/pseuds/knittedace
Summary: Bill takes Heather's hand and steps out of the TARDIS - but it's far from the end of her story. She needs to deal with Razor's betrayal and the Cyber-conversion. She needs to find out what happened to the Doctor - and to Missy. And when her last trip in the TARDIS inevitably goes wrong, she needs to help the Doctor save the day one more time - or lose everything that makes her who she is.





	1. Reunion

**Author's Note:**

> I’m very very excited about Thirteen - excited enough to have written an entire fic with her before she’s even appeared on screen. The rest of the impetus behind this story came from wanting to fix the things that bothered me in the finale, and from my eternal love of the very messed up relationship of the Doctor and the Master.
> 
> This fic is nearly finished (just needs a final edit and polish), so I’m planning to post a new chapter on Wednesdays and Sundays. Thanks to everyone who helped with this for their support!

Travelling the universe with Heather was amazing.

They didn’t need a TARDIS to get anywhere; just went, as easy as breathing. Bill had loved the Doctor’s ship, but what she and Heather could do was so effortless, so free. If they wanted to get to a mountain top, or somewhere off-limits to the public, it took one thought and they were there. If they wanted to see something’s past or future, time travel was just as easy.

They spent their first week travelling, barely spending more than half an hour anywhere before moving on. They watched things being built and others being destroyed, went to bustling cities and to planets where no one had ever set foot. They watched two stars collide over the course of an afternoon, jumping a year at a time to watch the changes. She saw so many wonders - and the company was even better.

Travelling like this was amazing, but something still felt wrong.

She mentioned it to Heather as they were eating alien ice cream, sat on top of a building so high the clouds were closer than the ground. They didn’t need to eat, but the ice cream was delicious, and it gave her the excuse to kiss smudges of it off the end of Heather’s nose. She sat back from doing so, grinning as Heather laughed, and asked, ‘Do you miss being human?’

‘No. Why would I? Humans don’t get to do things like this.’ Heather gestured to the world spread out before them, leaning forwards to watch the people below. From this height, Bill couldn’t even tell if they were human or alien. ‘I missed the bits I forgot at first. Like this,’ she said, squeezing Bill’s hand. ‘But I got those back.’

‘Yeah. It’s...’ She didn’t know how to explain it - that niggling sense of something out of place, like she’d forgotten her keys, or an essay due in on Monday. ‘I should be more upset about what happened. I mean, I was stuck in that hospital for years with a machine in my chest. Then I get betrayed by my roommate and turned into a Cyberman, then I find the Doctor again and everything goes about as wrong as it could possibly go and he dies. When all that was happening, I was so...’

She paused, searching for the words to describe it. Especially those long hours alone, hidden away from the children who were terrified of her, fearing her own emotions, her own skin. Heather gave her a soft, sad smile. ‘You were in pain,’ she said.

Bill let out a long breath. ‘Yeah. And now I’m just... not. I’m not even that upset about the Doctor? I mean, I am sad about it, but not as sad I should be. Someone I cared about died. But it feels more like... Like I heard about something awful on the news this morning. And I don’t know why.’

‘Oh, that’s easy. I took all that pain away when I made you like me,’ Heather said, and smiled up at her around another lick of her ice cream. ‘I wanted you to be happy.’

‘I am,’ Bill assured her, grinning. That made so much sense now she thought about it. ‘Should have told me sooner, I’ve been confused about that for days. Although...’ That itch of wrongness had only got worse. ‘I don’t know if that was the right thing to do? I’m pretty sure I would have hated the idea, before I changed.’

‘Why? You can’t  _want_ to be sad.’

‘No, but... it’s _my_ sadness. My feelings. They make me who I am, even if they hurt.’ She ran a hand through Heather’s hair. ‘I mean. Did you feel like yourself, after you first changed? Before you figured out how to get your proper human feelings back?’

Heather picked a few shreds of paper off the side of the ice cream tub, frowning thoughtfully. ‘I suppose not. Do you want them back, then? Those feelings?’

‘I think so,’ Bill said. Especially if it’d stop this annoying feeling of something out of place. ‘They can’t make me too sad. I’ve got you, after all.’ Heather grinned at that and leaned in to kiss her; Bill could still taste the caramel-ish ice cream on her lips.

Then her emotions came back.

It was an onslaught, a deluge, like an entire ocean of water poured over her head, a quiet song in another room suddenly turned up loud enough to deafen. ‘Bill?’ Heather asked, alarmed, but she couldn’t answer for a moment, mind swirling from pain to agony; she couldn’t sort it out, couldn’t think-

She wasn’t human. Bill stared at her hands turning them over and over. They looked normal. They looked like her hands. Then the tips of her fingers literally turned into water, dripping onto the sun-baked roof tiles, like her entire self was dissolving into nothingness. She heard a low noise from her own throat, sounding like an animal’s cry, and held on to her form only through sheer force of terror.

Hands wrapped round hers - Heather’s gentle, grounding touch - but Heather had changed her without even telling her what she’d done, messed around in her head, and Bill pulled back, scrambling across the rooftop.

‘You changed me,’ she accused. ‘You - you made me like you - I didn’t want to be, I just want to be human, you didn’t even ask-’

‘Bill, what - it’s okay. Just, calm down.’

‘I can’t breathe.’

‘You don’t need to, remember?’ That was another level of terror; she pushed it away. Heather was kneeling in front of her. ‘I’m sorry. I thought I was helping... is this a human thing? I still haven’t figured all those out yet.’

Because Heather wasn’t human. And neither was Bill. She pressed her face into her hands, shaking. ‘You messed around with my feelings, you... threw away what you didn’t want. You can’t do that to people!’

‘Okay,’ Heather said. ‘I know now, I won’t do it again. I’m sorry, I didn’t know,’ Her hands came to rest on Bill’s shoulders, two solid points of pressure, as grounding as her calm and even voice. It helped a little, to have something steady. ‘You’re okay. There’s just the two of us. Nothing bad will happen.’

‘Is there anything else missing?’ Bill asked. Heather could have changed anything, there could be whole years she’d forgotten - but Heather shook her head.

‘No. I only changed that, and it was only because I wanted you to be happy. I didn’t want to see you hurt so much,’ she said, with an odd half-smile. ‘Looks like I messed that up.’

‘I’ll be okay. I think.’ She felt calmer, now the initial onslaught had dimmed. Except that let more thoughts bob to the surface of her mind. ‘Oh, god, I left the Doctor behind. I thought he was dead, and we left him there - we have to go back.’ She had to see if she could do anything for him. And if not, if he really was dead... What did Time Lords do for funerals? If she did something Earth-style, would that be okay? It’d have to be. There wasn’t anyone else to bury him.

‘Then we’ll go back,’ Heather promised. ‘Do you want to go now? You could take a few minutes. Maybe get another ice cream?’

Bill had dropped hers, when she’d remembered, and Heather must have thrown hers aside too. The colourful lumps were melting together on the rooftop behind them, pale green swirling into orange. It wouldn’t matter if they waited, not to the Doctor. They’d be time travelling to reach him; they could put it off for months if they wanted to.

But it mattered to her. ‘No,’ she said. ‘Let’s go now.’

Heather nodded, and took Bill’s hand. They’d jumped hundreds of times since Heather had changed her; it shouldn’t be frightening, but Bill’s heart was pounding again. Because she wasn’t human, because the thought of dissolving into water like a - like a monster - was horrifying.

It was also the only way to get back to the Doctor. Bill closed her eyes, and let it happen.

*

They materialised in the TARDIS console room. It looked exactly as they’d left it - dim lighting, silence - and the main console in the middle of the room. It blocked Bill from seeing the place on the floor where she’d left the Doctor.

She remembered finding him unmoving on the battlefield and knowing there was no hope. That she’d never write another essay, or save another alien planet with him; that it was over. That he was over. That pain had vanished when Heather had changed her, but it had come back now. And Bill was afraid of how much more it would hurt to see him again.

Heather squeezed her hand, and Bill took a deep breath before stepping away from the doors and walking round the console, heart as heavy as the lump of metal she’d had stuck in her chest for so long. But as she approached the spot where she’d left him, she found nothing but empty floor. He wasn’t there.

Bill stared, the beginnings of hope fluttering inside her. If this was real - if they were lucky enough to have him be okay... ‘Where is he?’ she asked.

‘I don’t know. It can’t have been more than a few hours since we left him here,’ Heather said, coming up beside her. ‘If he’s alive, maybe he’s gone further in the TARDIS? Is there a medical room?’

Bill considered the possibility of the Doctor being that sensible and dismissed it. ‘Nah. If he did wake up, he’s more likely to have gone outside,’ she said. She wasn’t letting herself believe he was fine, not completely, not yet. Time Lords might turn to dust on death, or something weird like that - she wasn’t taking anything for granted. But there was hope. There was real, actual hope.

She rushed back round the console and opened the doors. It was snowing outside, heavy flakes falling from the sky, and her heart soared. Not because of the weather, but because there was a dip in the snow in front of the door. Something that must have been a footprint, a few hours ago, before the snow blurred its edges.

Heather came up beside her. ‘Any idea which way he went?'

Bill shook her head. The trail wasn’t sharp enough to follow. ‘Doctor? Doctor!’ she called, hoping he might be nearby. No answer. She stepped out of the TARDIS, avoiding the footprint - it was stupid, but she didn’t want to disturb that little piece of proof that the Doctor really had been here. ‘Stay here,’ she told Heather. ‘I’m going to look for him. If he comes back, don’t let him leave without me.’

‘Got it. Good luck.’

She hurried through snowy courtyards and passageways, wandering mostly at random while trying to cover as much ground as possible. Bill wrapped her arms round herself, wishing she’d thought to get a coat from the wardrobe - and realised that despite the snow falling on her bare arms, she wasn’t cold.

Because she wasn’t human. She’d almost forgotten, with everything that had happened, the swing from grief to hope. But of course she didn’t get cold, she wasn’t human any more - and for the first time in her life she wished she could feel the chill, could shiver. Heather would fix her. Once she’d found the Doctor, once everything was okay again, she’d ask and everything would be-

She heard a voice - a man’s voice, but not the Doctor’s. ‘Hello?' she called, rounding a corner and coming face to face with an old man. He carried a cane and wore an oddly shaped hat, and he looked at her like she was trespassing or something. ‘Uh, hi. I’m looking for someone, a friend of mine, he’s called the Doctor. Have you seen him?’

‘Well, now, that’s a more interesting question than you realise,’ the old man said. ‘And who might you be, hmm?’

‘My name’s Bill,’ she said. ‘Is he here? Is the Doctor here?’

The answer came a few seconds later, but not from the old man; a voice echoed down a stone archway in the building to her left, distorted but immediately recognisable. ‘Doctor!’ she called. There was a pause, and the sound of running footsteps, and a moment later the Doctor rushed out of the passage, eyes wild and hair wilder. 

‘Bill?’ he asked, disbelieving, and then she threw her arms wide and hugged him tight. He was alive. Oh, god, he was really _alive_. He wrapped his arms around her, and she had to close her eyes and fight down a lump in her throat. She’d cried way too much already; she wasn’t going to cry because of something good. ‘How are you here?’ he asked after a few moments, pulling back but keeping one hand on her upper arm, like he feared she’d vanish if he let go. ‘How are you...  _you_? You were a - you’re not crossing my time line, are you?’ he broke off abruptly.

She’d heard enough of his time-travel-babble to get what he meant. ‘Just come from Floor 507. Well, about a week ago - did I come to the right time? It’s not been years for you or something?’

He shook his head. ‘A few hours,’ he assured her. ‘But if that’s in your past, how are you human? Cyber-conversion is permanent.’

‘I’m not. Human, I mean,’ she said, the words sticking in her throat for a moment. ‘Heather turned up-’

‘Heather? Wait - puddle girl?’

‘Yeah. She made me, well.’ Bill took a deep breath. ‘She made me like her. But I’ve still got all my memories and everything - well, now I do, but that’s a bit of a long story - and she said she can make me properly human again too. And I’m so sorry I left you in the TARDIS, I wouldn’t have done, only I sort of wasn’t myself...’

‘It’s okay,’ the Doctor told her, smiling. ‘Everything worked out in the end.’

And then the hand on her shoulder started to glow - as if there hadn’t been enough weirdness for one day. The light was bright gold and seemed to swirl around the Doctor like it was evaporating off his skin; Bill stared at his hand, and the Doctor snatched it away, glaring at it until the light faded. He looked like he wanted to say something, but they were interrupted.

‘And it truly will be the end if you don’t get a move on, my boy,’ he said to the Doctor. ‘Reunions are all well and good, but perhaps in this case you might leave it for later?’

Bill frowned. ‘What do you mean, it really will be the end?’

‘Nothing to worry about,’ the Doctor told her, then hesitated, watching the light play over his skin. ‘I might be dying a little-’

‘Dying?’ Bill demanded. No, no - he couldn’t be, not when she’d thought she had him back safe and sound. ‘How is that not something to worry about!’

‘Regeneration, of course,’ the old man said. ‘The great gift of the Time Lords. I don’t believe I had the chance to introduce myself before we were so rudely interrupted...’ he glared briefly at the Doctor, then held his hand out for her to shake. ‘I’m the Doctor.’

Bill took his hand on automatic, staring between the two of them. The Doctor. And... the Doctor. No way that was a coincidence; her life was too bizarre for them. ‘This is like the Master and Missy, right?’ she asked. ‘You’re the same person, but... different.’

The Doctor - the one with the cane - raised his eyebrow at the names and glanced towards her Doctor for an explanation; her Doctor shook his head. ‘Even if I told you, you’d only forget it anyway,’ he said. Cane-Doctor humphed, but said nothing.

‘So that’s what you have to do? You’re not actually going to die, just regenerate into a new version of you - and then you’ll be fine, right?’ Although it didn’t sound like a great solution. Changing like that, having a different body, a different mind - because the Master and Missy hadn’t been the same, and neither were these two Doctors. Maybe to them it was normal, but to her it sounded as scary as... well. Suddenly being a Cyberman, or a living puddle.

‘That’s how it works,’ her Doctor confirmed, though there was something flat in his tone, something she didn’t like. ‘I suppose we’d better get back to the TARDIS so I can get on with it. Thank you for your help,’ he added, to the other Doctor.

‘Quite the contrary, my boy - I thank  _you_ for  _your_ help,’ he said, managing to make it sound less like a compliment and more like an attempt to put her Doctor back in his place. ‘Now get back to your TARDIS instead of standing round in the snow. And take care of the future. It is  _mine_ , after all.’ And with that he left, vanishing down the passageway her Doctor had come from.

‘Well, looks like you never change much,’ Bill said. She might not be human any more, but she was still going to make awkward jokes about things that scared her. The Doctor gave her a sharp look. ‘Back to the TARDIS?’

The walk back was much shorter than the meandering path Bill had taken earlier. She tried asking him a few things, but he barely answered - walking fast, eyes forwards, seeming preoccupied. He did have a lot to be thinking about, she supposed. Bill looked down at her hand, half expecting it to be dissolving into water in the same way his kept being swallowed up by light. It was different for the Doctor. He’d done it before. And he at least knew it was coming.

Heather was waiting for them outside the TARDIS, leaning against the door. ‘You found him, then?’

‘Yup. Twice over. Long story, I’ll tell you later.’ 

‘Good to see you looking more yourself,’ the Doctor said to Heather, then glanced between them. ‘You two could go explore the universe, you know. You don’t need me and the TARDIS any more.’

Bill frowned. What was that all about? ‘Are you... are you trying to get rid of me?’ she asked. ‘Because if you are-’

‘No, no - I didn’t mean it like that,’ the Doctor protested. ‘But. The two of you. The girl gets the girl and flies off into an alien sunset: classic happy ending. You don’t need me cramping your style. And I might not be the best company after this. Never know how I’m going to end up.’

‘You’ll still be you, though? The bits that matter.’ The Doctor nodded. ‘Besides, I was going to ask.’ She turned towards Heather, taking a sharp breath. ‘Can you make me human again?’

Heather smiled, though it didn’t look very happy. ‘Of course. There you go,’ she said, and a shiver went down Bill’s spine. She looked down at her hands, turning them over and over. There was no visible difference, but she felt more solid, more real. Like she could breathe again, like she was herself, fully and properly; no fakes, no substitutes, nothing wrong with her. Heather took a step back. ‘I should go.’

‘No! I don’t want - I mean -’ She couldn’t travel with Heather as a human, but that didn’t mean she wanted Heather to  _leave_. 

‘Think about going with her. It’s a good idea,’ the Doctor told Bill, quietly. ‘I’ll be inside.’ He nodded to the TARDIS and slipped through the doors, leaving them in privacy.

‘I should go,’ Heather repeated. ‘But I’ll come back, I promise. I think you two need to sort things out. I’ll jump forward and see you in a day or two. No big deal.’

Bill guessed that made sense. A couple of days would probably be long enough for the Doctor to do his changing bodies thing, and give them a chance to talk about everything that’d happened. Give Bill some time to think. And she could ask the Doctor about inviting Heather along. Maybe she could be human and have Heather, both at once. ‘Okay,’ she said. ‘It’s not that I don’t want to travel with you. That’s not why I want to be human again. I just. I  _can’t_ -’

‘I know,’ Heather said, and leaned in to kiss her - a brief, sweet goodbye, before she stepped back and vanished into the snow. Bill paused, eyes on the ground where she’d disappeared, before following the Doctor inside.

It was still dark inside, and it took her a moment to spot him, sitting on the floor with his back against the console, partly hidden in its shadow. ‘What are you doing down there?’ she asked, crouching down near him. ‘Is it part of the regeneration thing?’

When he spoke, he didn’t answer her question, and there was a tone in his voice that set her on edge. ‘Time Lords are only supposed to be able to regenerate twelve times,’ he said. ‘I’ve used all those up. I got more regenerations, a whole new cycle, but... I’m beginning to wonder if there wasn’t a very good reason for that rule. I’m old, Bill.’ His voice was almost silent as he spoke, and so tired. She’d never known anyone could sound that tired. ‘I’ve seen so much, done so much. Changed so many times. I don’t know if I can change again.’

She sat down properly on the floor, right beside him, back to the console. ‘What happens if you don’t?’

‘You know what happens if I don’t.’

Right then.  What the hell was she supposed to say to that? ‘I kind of get it,’ she tried. ‘I mean. I got changed into a Cyberman, then Heather turned me into something else without asking, and she messed around in my head to stop me caring about it because she thought she was doing me a favour. Right now? If you told me I could either die or become... another version of me that wasn’t the same as me... I don’t know what I’d say.’

‘I was expecting you to tell me to keep going,’ the Doctor said, the faintest ghost of a smile at the corner of his mouth.

‘Yeah, I’m getting there - you gave me enough mini-lectures on how to build an argument. Anyway. The point is... I’m glad I’m alive. I really am. Even after everything I went through... if you took me back to the moment I got shot and told me I could give up right there, I’d say no. I want to keep going. It’s worth it to keep going.’ The Doctor’s eyes were closed; his expression was unreadable. ‘You know, I didn’t realise I felt like that until I said it? So thanks, I guess.’

‘I’m glad my existential crisis was of some use,’ he said, drily, then opened his eyes, tipping his head back. ‘Well. Full marks on your final essay.’

That brought a lump to her throat, like nothing else had. No more essays. No more university - she could hardly go back now, after ten years had changed her. No more grey-haired Doctor giving strange lectures and taking her on adventures. Everything was changing. ‘Thanks,’ she said, and she didn’t only mean for the full marks.

‘Listen. Regeneration, it’s a tricky process. It scrambles the brain and it takes some time for things to settle. I might be confused. Call you the wrong name, start talking about things that aren’t happening. Try and keep me out of trouble, get me to sleep if off if you can, make me drink some tea if you can’t. And whatever you do, don’t let me fly the TARDIS. Got it?’

‘Got it,’ she said. She wanted to say something else, something more meaningful, but it seemed like she’d used up her ability to put words together well. She watched as he stood up and straightened his clothes, bowing his head, preparing himself. His eyes met hers.

‘See you on the other side,’ he said. The golden light began to cascade around his fingers again, becoming brighter, becoming blinding - then his head was thrown back, his face completely hidden as the energy consumed him. Bill tried to watch, shielding her eyes, but she couldn’t see anything through the burning light except for a general impression of things changing, growing or shrinking or moving - 

Then it stopped, the light vanishing in an instant, and the Doctor she knew was gone.


	2. The New Doctor

**Notes for the Chapter:**

> Thanks so much to everyone who left kudos or commented! It always makes my day. Hope you all enjoy chapter 2!

The new Doctor looked like a stranger.

She hadn’t really expected the new Doctor to look like the old one. The Master and Missy hadn’t looked similar; neither had her Doctor and the one with the cane. But now she was looking right at the Doctor, at her friend, and there was nothing familiar looking back.

He was gone, and there was someone else in his place. A woman this time, shorter and blonde, the Doctor’s clothes hanging off her frame.

‘Well, I think that went alright,’ the Doctor said, raising her hands to examine them, then pressing her fingers curiously to her face. ‘I was expecting - oooh, this is new!’ she said, apparently noticing she was female now. Her face lit up; she raised her arms and spun on the spot, looking down at herself. ‘I love it - although the hips, how do you walk with these things?’ She took a few experimental steps around the console, wobbling a little. ‘I’ll get used to it. Well! Where to first?’

Bill shook herself. This whole thing might be disturbing, but she could deal with that later. Right now, she had a version of the Doctor who’d only just popped into existence, and some very specific instructions on what to do. If her Doctor was gone - she swallowed hard - she had to at least follow his last instructions. ‘You told me not to let you fly the TARDIS yet.’

‘Oh, nonsense! Look at me, I’m fine, Romana.’

‘Yeah, my name’s not Romana?’

The Doctor rolled her eyes. ‘And if I have to yell out “Romanadvoratrelundar, run!” every time we come across a Dalek or something, we’ll be dead before I’ve even finished saying your name. Now! I want to go somewhere - somewhere new, somewhere exciting. I’ve never-’

She broke off suddenly, stepping back from the console and clutching her head. ‘Doctor?’ Bill asked.

‘I might feel a  _little_ dizzy,’ she admitted, then breathed out a little more of that golden light. Bill frowned - was that meant to happen? She had no idea. ‘Where’s Koschei? He’s supposed to be here.’

‘Sorry, it’s just me. I don’t know who Koschei is,’ Bill said. How long was this going to last? Probably a while - her Doctor had mentioned sleeping it off if possible, so it had to be a few hours at least.

The Doctor gave her a disbelieving look. ‘Of course you know Koschei. I am reliably informed the pair of us are  _infamous_ ,’ she said, with an impish grin. ‘You remember when half the faculty ended up in a time loop for a day? That was him! My idea. Well, a bit of both.’ She laughed, bright and cheerful and carefree. Bill didn’t think she’d ever heard her Doctor laugh quite like that.

‘Sounds like a good prank,’ Bill agreed. ‘Come on, you should really get to bed if you’re feeling dizzy. You just regenerated.’

‘No, I need to find Koschei. He’s supposed to be here.’ She bit her lip, looking round the console room like she expected this Koschei to just pop out from the shadows. ‘We were... I don’t remember what we were supposed to be doing? I think we were going somewhere...’

‘Why don’t I help you look for him?’ Bill asked. The search would be pointless, but the Doctor didn’t know that, and Bill wanted to get her away from the console. And hopefully closer to a bed, or some tea. 

The Doctor’s anxious frown dissolved into a grin. ‘Would you? Thank you! What’s your name?’

‘Bill,’ she said. ‘We do know each other. Sort of. I really hope you manage to remember me soon...’

‘Oh, I’m sure I will,’ the Doctor said, looping her arm through Bill’s. ‘Regeneration, you know. It’s a tricky process. Scrambles the brain. Right! I think he went that way?’ she said, turning - fortunately - to go farther into the TARDIS.

They wandered past a few odd doors and corridors, Bill trying to remember which ones led to bedrooms and come up with a plan to lure the Doctor into one. ‘So tell me more about this Koschei?’ she asked.

‘Well, hopefully you’ll get to meet him in a minute... He’s my best friend, has been since the very first year of the Academy. He’s almost as clever as me, which is saying a lot - and he comes up with the best ideas. And he’s funny. He’s the kind of person who pretends he doesn’t care about anyone, but if someone he likes gets hurt, well, he will _not_ let it happen again.’

‘Sounds like a good person to know. What do you two get up to, then? Lots of pranks?’

‘Noooo. Well. Yes. We do come up with a lot of pranks. But the Academy’s so boring and stuffy and full of people telling you not to do anything fun, it needs a bit of mischief. And we study and all that too. When we’re older we’re going to go travelling.’ The Doctor signed, leaning a little against Bill, as if she couldn’t quite hold up her own weight. When she spoke again, she sounded young, lost. ‘We were supposed to see the stars, the two of us. We had a pact. Every star in the universe. What happened?’

_Missy_.

Of course it was Missy. Bill still remembered what the Doctor had said, years ago, persuading her to go along with that ludicrous rehabilitation attempt. All about how Missy had been his first friend, at the Academy, how they’d been inseparable - Bill should have realised who the Doctor meant sooner. Realised she was talking about the boy who’d grown up into a monster, tricked Bill and betrayed her and turned her into a Cyberman.

And left the Doctor wandering through her TARDIS, confused, searching for a memory of a friendship lost centuries ago.

‘That’s... nice,’ Bill said.

‘Are you okay? Your heart just started going really fast,’ the Doctor said, frowning. How could she tell? ‘Maybe you should see a doctor.’

‘Yeah, no. I’m fine,’ she said. The least said about hearts, after that decade spent without one, the better. Not that she blamed the Doctor for bringing it up. She didn’t even know who Bill was right now. Hell, Bill would be surprised if the Doctor knew who _she_ was.

A little way down the corridor, a door stood wide open onto a room decorated entirely in dark green - walls, floor and ceiling. There was a bed inside, and a scattering of furniture, but it didn’t look very lived-in. Well, it had a bed; it would do. ‘Come on, in here,’ she said, pulling the Doctor inside.

‘Oh, I haven’t been in this room for centuries!’ the Doctor said. She pulled away from Bill and wandered over to the bookcase, which seemed to be full of mismatched volumes of the  _Encyclopaedia Britannica_ , in different covers. ‘And I didn’t actually mean to come in back then - I was looking for the zeppelin hangar.’

‘The TARDIS has a zeppelin hangar?’ Bill asked, before shaking her head. ‘Okay, if it actually does have one, tell me when your head’s sorted itself out, yeah? Else I’ll be wondering. Anyway. You should get some sleep.’

‘But I’m not tired,’ the Doctor insisted, running her fingers over the spine of the books. ‘We should go somewhere! Pick one of these, open a page at random-’

‘You only just regenerated,’ Bill said. ‘You need to sleep.’

‘We were going to find Koschei,’  the Doctor said, because apparently she could remember that even if the rest of her brain was scrambled. ‘I needed, I needed to - why can’t I remember? Oh, right, regeneration - you said. But I need to find him...’

Bill didn’t want to get into this. She couldn’t play along with the Doctor’s memories now she knew who Koschei was. But the Doctor wasn’t in any fit state to understand that, so she made up an excuse. ‘He won’t be back till morning. He left a note.’

The Doctor rolled her eyes. ‘Typical! And he’ll probably get caught up in something and be gone till afternoon - or later.’ She flopped down on the bed, scowling. ‘I suppose I might as well get some sleep, then.’

‘Yeah. I’ll just find you some...’ But the Doctor was already kicking off her shoes and her last self’s jacket and crawling under the covers. ‘Or that works too. I guess I’ll leave you to it, yeah?’

Bill closed the door to the bedroom behind her and leaned on it for a moment, closing her eyes. What did she do now? Everything had been... mental, changes and revelations coming thick and fast, and now suddenly she had several hours ahead of her while the Doctor slept off the regeneration. She tapped her fingers against her thigh, fighting off the urge to just start pacing through the maze-like corridors of the TARDIS. She’d get lost - and she should stay close to the Doctor, in case she was needed.

Glancing up, she noticed another open door almost opposite her, through which she could see a tattered old kitchen that looked as if the Doctor had taken it right out of a 1950s design book. Well, Bill couldn’t figure out the solutions to all her problems, but she could at least get a cup of tea.

She filled the kettle and rummaged through the cupboard, finding a chipped souvenir mug from the colony on Proxima Centauri, and a pack of good old PG Tips teabags. There was milk in the fridge, which smelt fine even if it couldn’t have been restocked recently, and she eventually found a bowl of sugar at the back of the oven. It wasn’t until she was pouring the water and spilt it all over the countertop that she realised how badly her hands were shaking.

Bill set the kettle down and closed her eyes for a moment, breathing deeply, and twisted her fingers together to keep them still. Everything was fine. Right now, there was nothing bad going on, she was just making a cup of tea and sitting down for a break. Like normal.

‘My my! At Waterloo, Napoleon did surrender!’

Bill looked up in disbelief at the sound, just in time to see the Doctor race past the kitchen door - in the direction of the console room. Oh, great.

She ran out after the Doctor; it wasn’t hard to catch up with her, since the Doctor seemed to be trying to dance as well as run and wasn’t making a good job of either of them, possibly due to the new hips. She didn’t seem bothered when Bill grabbed her wrist to stop her, instead grinning and pulling Bill into a spin. ‘I feel like I win when I loooose!’ she sang, laughing.

‘Doctor, what are you doing out of bed?’

‘Waterloo! We should go there! Not for the actual battle, though, I hate battles.’

Scrambled brain. Right. ‘You need to go back to bed,’ she told the Doctor. ‘You just regenerated, you need to sleep it off.’

‘But I want to go explore! There’s a whole universe out there, everything that ever happened or ever will happen - how can I stay still when there’s so much to see?’

She actually pouted; it was sort of cute. ‘You can go explore in the morning. When you’re over your regeneration. The universe will still be there, I promise.’

‘Fine,’ the Doctor said, looking very put-upon, and allowed Bill to start towing her back in the direction of her bedroom. ‘It’s a silly song anyway. Did you know it’s not even about the battle, it’s about... falling in love or some such thing, as if you don’t already have a  _billion_ songs about that?’ She wrinkled her nose in annoyance. ‘But ABBA were amazing when they won Eurovision. I was there, you know! There were aliens in the audience. I mean, there’s always aliens in the audience for Eurovision - usually on the stage, too - but these ones weren’t there to enjoy the show. Oh, this bed is really comfy…’

‘Sleep well,’ she told the Doctor, hoping that she actually did go to sleep this time, and went back to the kitchen.

This time, she managed to finish making her tea before the Doctor burst into the kitchen to tell her all about a brilliant new idea she’d had for restoring oil paintings. One cup of tea later, and with a bit of cajoling, Bill managed to get her back into bed for all of five minutes before she turned up again looking frazzled and anxious, claiming that Koschei was fighting Daleks and they had to go help.

It was like looking after a friend who’d had way too much to drink, except that this friend had a time machine instead of a car and Bill couldn’t just hide the keys to it. She manoeuvred the Doctor back into bed and settled on the floor by the door, back to the wall and arms folded across her knees. The Doctor still sat up every few minutes with a new bright idea, but at least Bill managed to get her to stay in bed. Every few minutes became every ten minutes, then fifteen, then half an hour - and the Doctor was definitely dozing off in between times, so there was hope there.

Bill dozed too, even curling up on the floor for a few minutes. Once she wouldn’t have been able to sleep without a mattress, but the last ten years hadn’t been big on luxuries. The only thing keeping her awake now was her thoughts.

She wound up sitting by the door, staring up at the ceiling and listening to the sound of the Doctor breathing. Even though she was glad they were back together, it shouldn’t have happened like this, with the Doctor she knew gone and everything... everything a mess. She kept running it over in her head, every detail of the last decade and the last few weeks. She didn’t realise she was crying until she tasted the salt.

Bill put a hand to her cheek, fingertips coming away wet, and set bolt upright, mind racing. Tears - like Heather’s tears, like Heather, like the water - she  _was_ human, wasn’t she? Of course she was, she’d been changed back - but what if it hadn’t worked, what if she’d changed again, somehow?

There was only one way to test it; she closed her eyes, breathing deeply, but it took several long seconds before she was brave enough to try to travel like she had done with Heather.

Nothing happened. That meant she was fine, right?

Bill curled in on herself, leaning against the wall and trying to cry as quietly as she could so she didn’t wake the Doctor up. She wasn’t fine. She  _really_ wasn’t fine. Here and now she might be safe, but after everything that had happened... Razor had been her friend, or so she’d thought, and he’d betrayed her; how could she know he wouldn’t do something like that again? She had no idea what had happened to Missy and the Master; they could turn up at any moment. What if they’d got on the TARDIS somehow - no, no way, she was absolutely not going to think about that.

Except she already had.

The rhythm of the Doctor’s breathing changed; the bed creaked as she sat up. ‘Go back to sleep, Doctor,’ Bill managed to say with a mostly normal voice, swallowing down her sobs. The Doctor was already halfway across the floor.

‘Bill,’ she said, and Bill blinked her eyesight clear just long enough to see the Doctor’s concerned frown. She sat down on the floor, pulling Bill’s head against her shoulder, looping an arm easily around her. ‘Bill, it’s okay. It’s over. You’re safe now.’

‘It’s not over,’ she said, letting herself lean against the Doctor. It did make her feel safe. Which was odd, since this wasn’t the Doctor she knew - but it still felt like him, somehow. ‘I mean. It’s over, but. it still happened. And everything’s changed, in my head it’s all... messed up.’

‘I know,’ the Doctor said, very gently. ‘But you can sort it out again. All the memories, all the feelings, you can put them away in the right places, you can move on. This, right now - it’s not forever. I’d know.’

Bill closed her eyes. She really hoped the Doctor was right. ‘What happened to Missy and the Master?’ she asked. ‘There’s no way they could still be here, right?’

The Doctor shook her head; Bill couldn’t see it, but she felt the movement. ‘They’re gone.’

‘What do you mean, gone?’

‘I asked them to fight with me. They declined.’ The Doctor said, and though she was trying very hard to keep her tone light, Bill’s head was on her shoulder and she could feel the way she’d gone all tense. ‘They left in their TARDIS. I don’t know where.’

Which meant they could be anywhere. That wasn’t reassuring, but Bill pushed that aside. ‘I feel like I’m going to change again, like I could just... stop being human at any moment. Like I’ll wake up tomorrow morning as something else - like that Kafka stuff you lectured on once.’

‘You are not going to turn into a cockroach,’ the Doctor said, with such great solemnity that it actually managed to make Bill laugh. And then realised she wasn’t crying any more. She wasn’t going to say that a good hug had fixed her or anything, but she felt a little stronger. 

The Doctor sat with her for a few more minutes, then said, ‘Are you okay by yourself now? Only I  _really_ need the toilet.’

She managed a bit of a smile. ‘Yeah, you go. Wait, you’re not going to forget everything and try to fly the TARDIS again, are you?’

‘I’m not completely over the regeneration, no - but I’ll be fine for five minutes,’ the Doctor assured her, getting to her feet and heading for the door.

Bill had a sudden, horrible thought. ‘Just. Don’t forget you can’t pee standing up any more?’ The Doctor paused in the doorway, made a thoughtful noise, and headed onwards.

By the time she came back, she was addressing Bill as Nyssa and had a sudden, intense desire to play Monopoly, but, well. She’d get back to herself, a little at a time. Bill would have to do the same.


	3. The Eye of Orion

Eventually the Doctor fell asleep and stayed that way, and Bill went to find herself a bed. She was exhausted enough to sleep straight through the night, but she woke up starving - not surprising considering she hadn’t eaten anything since that ice cream with Heather. Fortunately as soon as she stepped out of the door, stomach rumbling, she was met by the unmistakable smell of toast. She followed her nose to the source.

The Doctor was eating breakfast in a completely different kitchen to the one from the night before, all yellow walls and green tiles. She was sitting at a tiny wooden table, the kind only meant for two people who weren’t eating very much, but the whole thing was filled with food. There were at least seven cups of tea, some of them stacked on top of each other with the help of saucers. Three full toastracks balanced in a dangerous stack, and the rest of the surface held all kinds of marmalade and jam and cheese and spreads. The Doctor looked up as Bill walked in, and grinned at her as she bit into a slice of Nutella-covered toast.

‘You expecting visitors?’ Bill asked.

The Doctor swallowed her mouthful. ‘I’m experimenting. New body, new tastebuds. I have  _no idea_  what I like.’ It sounded awful to Bill, but the Doctor looked excited. ‘But this one is a definite yes. Help yourself, you must be famished.’

Bill sat down, and rummaged through the jars for something she liked. The first one she picked up had a label saying _Thyme Jelly_ in old-fashioned handwriting. She put that aside in a hurry and settled for some orange and whiskey marmalade.

‘So,’ the Doctor said, spreading the thyme jelly on another piece of toast, ‘where do you want to go first? I thought we could ride the universe’s longest rollercoaster, it lasts three hours - I tried to do it once, but I only got an hour in and then there was that mess with the Sontarans. Or there’s a zero-gravity market in the sandstone caves of Arannit - what do you think? Or...’ The Doctor paused, the excitement vanishing from her eyes. Probably because Bill’s lack of enthusiasm was showing. It wasn’t that those places didn't sound fun, but after everything, she couldn’t just go straight back to her old normal. ‘Or I could take you home. Back to Bristol. I can’t exactly go back to lecturing with a new face, but I can make sure you stay on as a proper student. If that’s what you want.’

Bill was already shaking her head. ‘I can’t go back. It’s been ten years. After what happened on that ship... I can’t just pick up where I left off, pretend like none of it happened. I wish I  _could_. I’ll have to go back to say goodbye to people, though. They’ll think I’ve been... kidnapped or murdered or something.’

‘Benefit of having a time machine: you can wait to do that till you’re ready,’ the Doctor said. ‘Gives you chance to come up with an explanation too. So - you don’t want to go home, but you don’t want an adventure either. How about the Eye of Orion? It’s one of the most relaxing places in the universe. Exactly what the Doctor ordered.’

She didn’t seem very enthusiastic, but it sounded good to Bill. As long as this Eye of Orion was as the Doctor described it. ‘Is it actually going to be like that, though? Because you have a habit of landing in perfectly nice, normal places and they wind up having aliens trapped under the Thames or something.’

‘Only because the TARDIS times our trips to be more exciting.’ the Doctor said, reaching over to pat the wall affectionately. ‘But she likes you. She’ll make sure we have a quiet trip for once, if that’s what you need.’

‘Then... yeah. That sounds good.’

They finished their breakfast first. The Doctor carried on sorting through all the things she now loved and hated and persuaded Bill to try some of them too - the thyme jelly wasn’t actually that bad. When they were done eating, they headed for the wardrobe room, since they’d both slept in their clothes and the Doctor’s didn’t fit any more.  
She wondered whether the Doctor would need some advice picking out clothes, but as soon as they reached the wardrobe she dashed off straight through a rack of winter coats, and when Bill pushed them aside she’d vanished.

Bill found a pair of jeans with a label written in an alphabet she didn’t recognise, and a t-shirt with a holographic heart that kept shifting colours. There were changing rooms dotted around the wardrobe - just cubbyholes with curtains across the front and a mirror at the back, but they were fine for quickly getting changed.

Suitably dressed, she went to find the Doctor, which proved to be a lot harder than finding the clothes had been. Much like the rest of the TARDIS, the wardrobe room seemed to go on forever, and it was all narrow passages between clothing racks, unexpected dead ends and twisting staircases leading to higher levels. But she kept calling the Doctor’s name, and eventually heard a muffled yell in response, which gave her a direction to go in.

The Doctor was admiring herself in a mirror, in the middle of a clearish area of floor. Dozens of outfits were scattered around her - more than she could possibly have managed to try on - everything from ballgowns to tie-dye dresses and military-style suits. ‘What do you think?’ the Doctor asked, twirling on the spot and looking pleased with herself.

Her outfit looked nothing like what she’d worn before she regenerated. It was far more colourful, for one - she’d picked bright teal trousers that stopped before her ankles, held up by yellow braces, and even her top had cheerful horizontal stripes. She had a long light-grey coat, and very practical brown boots.

The whole thing looked a bit of a mess, but it suited her, in some odd way. Well, Doctor was a bit of a mess herself. ‘It looks great,’ Bill said, ignoring the little part of her heart that missed the Doctor’s old look. It was only clothes - ones which wouldn’t have suited this new body even if they’d fit her. Silly to miss them.

Except it wasn’t really the clothes she was missing, was it; it was her Doctor. The one she knew, her grumpy space granddad. 

‘Good. Some of my past selves had terrible fashion sense, I was worried I might turn out the same again - well. Next stop; Eye of Orion!’

*

The planet was as tranquil as the Doctor had said. It looked very like the English countryside, with grassy fields and trees and even little stone buildings around the place, but it didn’t feel the same. The Doctor said it was because of positive ions in the atmosphere, plus a few other things - some as simple as the climate. It definitely wasn’t typical British weather: warm enough to feel the weight of the sunlight sinking into her skin, but with a breeze that kept her from getting sweaty and gross.

The Doctor found a blanket in the TARDIS, which they spread out on the grass. Bill promptly claimed half of it, flopping down with the intention to not move until she had to. The Doctor joined her, but it wasn’t five minutes before she kicked off her shoes and went to wade in the stream that ran along the bottom of the hill. She wandered back long enough to dry off, then went to look at a nearby copse of trees - and then climbed one to get a better view. After that she wanted to examine a ruined building near the top of the hill. It was like she couldn’t sit still.

The Doctor came back babbling about techniques used to build the walls and its probable date, based on the style of the architecture. Not really an area Bill was interested in, but the Doctor was so enthusiastic she found herself intrigued anyway. ‘But you don’t get that style of stone cutting till the ninth century, so it can’t be any earlier than that. And thank you for taking care of me last night,’ she added, jumping topics so quickly Bill was momentarily confused. ‘The TARDIS would have been furious with me if I’d crashed her right after regenerating. Again.’

‘Again?’ Bill asked, and the Doctor gave a sheepish grin. ‘So when you - previous you - said not to let you fly the TARDIS, he was speaking from experience?’

‘Unfortunately, yes. It’s always easier when there’s someone to keep an eye on me. That one went a lot better than some.’

‘Really?’ The Doctor had seemed in a pretty bad state to her. ‘Like what?’

‘Well.’ The Doctor tucked her legs under her, shifting into a comfortable spot, ready to talk. ‘The first time I regenerated - my second body - I landed on a planet full of mercury pools and might have forgotten mercury wasn’t safe for humans. They were fine!’ she assured Bill, and carried on, counting lives off on her fingers as she went. ‘My third body, I got stuck in a hospital and nearly kidnapped. I had to escape in a wheelchair. My fourth... that one wasn’t too bad, but I did try to dress as a viking and a clown. My fifth...’

She trailed off, frowning slightly. ‘Your fifth?’ Bill prompted.

‘My fifth, I ran into the Master,’ she said, and Bill stiffened. ‘In a sort of Escher-esque virtual reality he created. I think he was trying to help, in a twisted kind of way. Made sure I slept, in a nice safe environment, that sort of thing. Probably felt a little guilty, it was his fault I died - I’m sorry,’ she said. ‘I shouldn’t bring him up.’

‘See, you talk about him like he’s your friend,’ she said. ‘Like he actually cares about you - then you casually mention that he killed you. It’s... the whole thing’s messed up, you know that? You should hate him. Or her. You should never want any of them near you.’

‘Probably not,’ the Doctor agreed. 

‘He turned me into a Cyberman.’

The Doctor nodded. It was the first time she’d looked old - properly old - in this new body. And more like the Doctor she knew than ever before. ‘I’m sorry,’ she said. ‘I’m really, really sorry that happened.’

‘Are you?’ Bill asked. ‘If the Master, or Missy- any version of them - turned up here, what would you say? Would you still want to be friends?’

‘Yes.’

She didn’t even hesitate. ‘How can you say that?’ Bill demanded. ‘After what he did to me - after everything he’s ever done to anyone? You can’t be friends with someone like that, you can’t just ignore everything they do like it doesn’t matter!’

The Doctor sighed, pressing her hands to her face for a moment. ‘This is the problem with loving someone unconditionally,’ wrapping her arms around her knees. ‘Humans always talk about unconditional love as a positive thing. It’s not. It’s a curse. Because if you love someone unconditionally, truly unconditionally, you can’t stop loving them, no matter what. No matter how many people they hurt or kill. No matter what they do to you or your friends. You can hate them, sometimes, with everything you have - and love them just as much, despite that. And every single act of evil they do breaks your hearts. And you  _still love them_.’

‘Yeah,’ Bill said, and her voice didn’t sound quite like her own. She looked down at her hands, closed them into fists. ‘Yeah, that’s  _bullshit_ , Doctor. You can’t keep giving them a free pass. Oh, you destroyed another couple of planets, never mind, it’s okay, because you’re my best friend-’

‘Don’t accuse me of that,’ the Doctor said, and her voice was gentle but there were still knives under it. ‘Don’t ever accuse me of that. I have  _never_ let the Master get away with hurting people, I’ve fought to stop them, so many times... I put Missy in the Vault, where she couldn’t hurt anyone. I gave up travelling, I gave up everything so I could stay in one tedious little university and stop her hurting anyone, so I could try to help her change. So don’t ever claim I condone her actions, because I don’t.’

‘Yeah, that sounds really noble, but here’s the thing:  _you let her out_.’

‘Because she’d changed-’

‘You let her out!’ Bill had to keep her hands by her sides, very carefully, because if she didn’t she might punch the Doctor. ‘And you’d welcome her back with open arms if she came waltzing up to us right now. I got turned into a Cyberman-’

‘By her past self. Not by her.’

‘They’re the same person! You can’t claim you’re still the Doctor now you’ve regenerated and say she’s somehow not the same person, it doesn’t work like that!’ She took a deep breath; her throat was already sore from yelling. ‘And the old one, you’d welcome him back too. Don’t try to deny it.’

‘But I’d lock him away,’ the Doctor said. ‘In the Vault, or the TARDIS - where he couldn’t hurt anyone. Where he couldn’t hurt you. Missy is different-’

‘Oh, because she’s _changed_?’ Bill demanded. ‘She hasn’t changed. You spent years deluding yourself, because that was what you wanted.’ The Doctor opened her mouth to protest, and suddenly Bill couldn’t stand the sight of her, didn’t want to hear a word she had to say. ‘Fuck you,’ she snapped, pushing herself to her feet, turning her back and walking towards the trees the Doctor had been climbing earlier, anywhere she could get away. She didn’t care that she’d have to come back to get off this planet; she couldn’t even look at the Doctor right now.

‘Bill...’ the Doctor called after her, but she ignored it.

The trees gave her privacy, and she slumped against one, something burning inside her chest like poison in the blood. When she was a Cyberman she’d had to stay calm, unless she wanted to destroy everything around her. Right now? She was blessedly human, and she didn’t have to keep it inside any more.

She turned and kicked the nearest tree, which made her toes hurt and didn’t actually make her feel the slightest bit better. Great. There was some study she’d read about that said swearing helped with pain, so she closed her eyes and muttered every single swear word in every single combination she could think of, spitting the anger out, until she stopped wanting to hit things quite as much.

Which left her standing on an alien planet, swearing at some trees. She sat down, leaning back against the tree she’d kicked, and muttered an apology. It wasn’t the tree’s fault; this was all on the Doctor. And now she was going to have to go back, and they would have to talk about it. Without anyone getting angry enough to walk away. Bill would rather ignore the subject entirely, but she was pretty sure that wouldn’t last beyond the next time Missy somehow came up in conversation.

‘You’re a little more alone than I was expecting,’ came a voice, and Bill looked up to see Heather, walking over from between the trees. ‘And more upset. Did something happen to the Doctor?’

It wasn’t like she was disappointed Heather was there, exactly, but it wasn’t the best time. And a spiteful bit of her mind was bitterly reminding her that Heather had turned her into a monster too. But that wasn’t the same thing; Heather hadn’t understood what she was doing. It’d been a mistake, and she’d fixed it.

‘No - no, the Doctor’s fine. She’s back to herself - well, her new self.’

‘She?’

‘Yeah, she’s a woman this time round. It's normal for Time Lords, from what she’s said in the past.’

Heather sat down beside Bill, cross-legged on the mossy ground. ‘Should I be jealous?’ she asked, though her smile showed it was a joke.

‘Not a chance,’ Bill said, and leaned in to press a kiss to Heather’s cheek. It made her feel normal for a minute. As normal as you could get, when your girlfriend wasn’t human and you were on another planet.

‘Good,’ Heather said, mismatched eyes sparkling as they looked at her. She sobered in the next moment as she asked, ‘So, what happened?’

‘We had an argument,’ she said. ‘A really bad one. About - you remember I told you about Missy and the Master and how he turned me into one of those  _things_ , yeah?’ It had been a lot easier to talk about it before, with whatever Heather had done to make her happy still in effect. ‘It’s like, as far as the Doctor’s concerned, they’re best friends forever, no matter what she does. If Missy turned up and said she wanted to be friends and she promised to be good, the Doctor would forgive her  _everything_.’

Heather raised an eyebrow. ‘She’d forgive Missy turning you into a Cyberman?’

‘She said it was Missy’s past self who did that, and she’d  _changed_.’ She put all the bitterness she felt into that word. ‘I can understand still caring about her. Like, I’ve had friends turn out to be horrible people when I came out, and it didn’t mean I stopped caring even if I never wanted to speak to them again. But the Doctor... she doesn’t even seem angry or upset about any of it.’

‘And she ought to be,’ Heather said. Bill nodded, and yeah, now she was glad Heather had turned up. Having someone else to talk this through with was helping. At least she was getting it all straight in her head, sorting out which bits of the Doctor’s behaviour actually made her mad.

‘Yeah. Exactly. If she’d been more angry... That’s what upsets me. It’s like she thinks it doesn’t matter any more, since I’m human again, but it _does_. It didn’t undo what happened.’ Heather’s face twisted oddly, and for a moment Bill thought she was going to offer to literally undo it all, to take the feelings and memories away again. She flinched, but she was either imagining things or Heather had learnt better.

‘It changed you on the inside as well as the outside. And you have to live with that.’

‘Yeah. Exactly,’ Bill said. She almost said something about how hard it was to trust now, but she didn’t want Heather to feel guilty for making it even harder. ‘I’m still scared of them,’ she said instead. ‘All the time. Like one of them’s going to turn up and do... something. I don’t know what happened to either of them, you know? I don’t know where they ended up. The Doctor doesn’t either. They could be anywhere, doing anything... How am I supposed to feel safe knowing that?’

Heather tapped her fingers against her knee. ‘I might be able to help with that,’ she said, and when Bill gave her a curious look, she held out a hand. ‘We can go back to the ship and watch where they go. I can make us invisible, it’s as easy as bending light. We can find out where they went, follow them if we need to. Or I can go alone, and come back and tell you. If that’d be easier.’

Because for Bill to see for herself, she’d have to be like Heather again. She almost told Heather to go and report back, but the words died in her mouth. She needed to see this for herself. Once when she was a kid, she’d been convinced that monsters hid behind the sofa, waiting to get her if she wasn’t careful. And no matter who looked back there and told her it was safe, she couldn’t sit on the sofa in the dark until she’d checked for herself. She had to see with her own eyes that there was nothing to be scared of, even though it was terrifying to take a torch and peer over the back.

And right now, no matter how scared she was of being inhuman... she still had to go look at the monsters herself.

‘You’ll change me right back, after we make the jump? Both times?’ Heather nodded. ‘Then I’m coming. Just - do it now, before I change my mind.’ She paused for a moment, took a deep breath, preparing herself for the weird bodiless nothing of slipping between places. Then she took Heather’s hand and squeezed it firmly. An instant later, they were back on that ship, back on that floor. Back in hell.

Before she could worry about whether she was properly human again, the Master appeared, walking through the trees at an unconcerned saunter. Bill froze. Okay, she hadn’t been ready for that, to see that face. She could still see Razor in him - his expressions, his smile. The man who’d brought her tea every morning and made sarcastic comments about the Doctor’s eyebrows. 

Heather squeezed her hand. ‘Remember they can’t see us,’ she said - and indeed, the Master was walking right past them, apparently unconcerned. Missy was with him, heading for the lift. Bill squeezed Heather’s hand back, took a few deep breaths. This was what she had come for. She was going to find out where they’d gone, and then she wouldn’t need to be scared. All she had to do was watch. Easy.

And Heather would keep her safe.

They didn’t get in the lift, not straight away. Missy demanded a hug, and then started babbling in the Master’s ear, a load of stuff about being him that Bill tried not to listen to because the mention of worlds on fire made her feel sick. She couldn’t bring herself to look at them, either, so she didn’t realise something was wrong until Heather gasped.

She looked over just in time to see Missy slide the knife into the Master’s back.

At first she thought she’d imagined it, or misunderstood - that the glint of metal had been a needle or something. And then the Master stepped back, made some comment about how that was _nicely done_. Missy thanked him, like it was any other compliment - and then he moved his hand, and Bill saw the blood on it. Too much blood. Way too much.

‘Oh my god, she actually _stabbed_ him?’

‘That much blood? She must have done.’ Heather was walking closer, frowning.

‘Don’t get too close.’

‘They can’t see us,’ Heather said, leaning closer to examine the dagger.

Bill stared in disbelief. ‘She stabbed him in the back.  _Literally_. And they’re the same person, so she stabbed  _herself_ in the back... why?’

‘Seriously, why?’ the Master said, at almost the same moment, and oh, that was weird. He should not be saying things at the same time as her, that was - that was wrong.

‘Oh, because he’s right,’ Missy said. ‘Because it’s time to stand with him. It’s where we’ve always been going, and it’s happening now, today. It’s time to stand with the Doctor.’

That was not the answer Bill would have expected. ‘Do you think she means it?’ Bill asked, looking towards Heather. ‘It’s got to be some kind of trick, right?’ The Doctor had been certain that Missy had changed, but surely that was wishful thinking. Missy definitely hadn’t acted reformed, those days after everything had gone completely to hell, preparing for the fight. She hadn’t even bothered to apologise.  
On the other hand, her past self was currently slumped in the lift dying of blood loss and yelling angry denials, which was kind of hard to fake.

‘I don’t know,’ Heather said. ‘I think the only person who knows her well enough to say is the Doctor and she’s-’ Heather broke off, staring over Bill’s shoulder, face turning pale. Bill turned to look.

She saw Missy, falling. It shouldn’t have been possible to see her expression in the half-second it took her to collapse, but Bill swore she saw it anyway; eyes wide in pure shock. Behind Missy was the Master, holding some kind of weapon. The look in his eyes made Bill shiver.

‘Don’t bother trying to regenerate,’ he said. ‘You got the full blast.’

And they both started laughing like they were completely insane - which was accurate, at least - while Bill stared. If Missy couldn’t regenerate, that meant she was dead, right? Properly dead. That’s what the Doctor had said - the last one - when he wasn’t sure if he wanted to regenerate again. Which meant Missy would be gone. For good. 

She should be relieved. If she was dead, Bill was safe. That was supposed to be a good thing. But all she could feel was cold horror, and all she could think of was the Doctor, newly regenerated and full of hope and wonder at the universe, and how badly this would break her.

The lift closed, the Master descended, and Bill remembered that she could move.  
‘Hang on,’ she said to Missy, crashing to her knees, realising that she wasn’t going to let her die. Because Bill was a better person than that, and for the Doctor’s sake. She’d done a first aid class, back on Earth - over a decade ago - and she pushed up her sleeves, shaking. ‘Heather, you do the breathing, I’ll do the chest compressions, okay?’ She raised her hands, hesitated. ‘Oh god, she’s got two hearts, how do you do them on someone with two hearts?’

‘Bill,’ Heather said, hand on her shoulder. ‘There’s no point.’

‘Of course there is - I know she’s evil, I hate her, but I’m doing it for the Doctor, okay?’

‘That’s not what I mean. She’s gone.’ Heather knelt down beside her, and Bill felt a growing, gnawing realisation that she was right. Missy’s eyes were glazed over, her face slack with more than mere unconsciousness. ‘Even if you could keep her going for a little longer, you can’t fix whatever that blast did to her. And there’s no help coming.’

‘Can’t you do something?’ Bill asked. ‘You fixed me, can’t you...’

Heather was already shaking her head. ‘I can transfer consciousness,’ she said. ‘But hers is gone. If I’d reacted quicker, maybe... I’m sorry.’

‘I’m gonna have to tell the Doctor,’ Bill said. ‘Missy’s been her best friend for millennia. The Doctor never stopped hoping that she could turn good. And now I have to go back there and tell her Missy’s dead.’

‘Let me do it.’

Bill shook her head. ‘No. Thanks, but - she hardly knows you. It should at least come from a friend.’ Heather nodded and curled an arm around her; Bill gratefully leaned into it. ‘I ought to feel glad it’s over. Even if it’s going to break the Doctor’s heart. Why don’t I?’

‘Because it’s going to break her heart,’ Heather said. ‘We should go. Maybe not straight back. But... away from here.’

‘Yeah,’ Bill said, looking down at the body. ‘Wait a moment. I need to...’ She reached out and, as gently as she could, closed Missy’s eyelids. At least when they came back to collect the body, the Doctor wouldn’t have to see that horrible empty stare. ‘Okay. Let’s go.’

**Notes for the Chapter:**

> I'd just like to remind you all that there is no Major Character Death warning on this fic. (Because we all know the Master is never actually going to die...)
> 
> Thanks for reading and for all your kudos and comments! <3


	4. Denial

A few minutes later, Bill asked Heather to take her back. She wasn’t ready for this conversation, but she didn’t think she ever would be. And she didn’t want to spend any more time on that ship with Missy’s body.

They reappeared at the exact spot they’d left from; surrounded by trees, blue skies above them, softly glowing sunlight dappling the ground. Bill closed her eyes for a moment, trying to bring back the peace she’d felt earlier. All she felt was sick. 

‘You’re human again,’ Heather assured her, before she could ask. ‘Are you sure you want me to leave? Even if you’re the one telling her, I could still stay with you?’

She wished she could have that support, but she figured the Doctor would rather hear this news in private. ‘It’s okay. Come back later, though, when it’s all sorted out? And sorry everything’s a bit... mental,’ Bill said, acutely aware that her girlfriend kept helping her with crises and then getting sent away again, and that wasn’t great relationship etiquette. On the other hand, neither was messing with your girlfriend’s emotions because you didn’t realise it was wrong, so Bill figured Heather would forgive it.

‘It’s okay,’ Heather said, leaning in to kiss her. ‘I’m glad I can help. I’ll see you soon, yeah?’ Bill nodded, and Heather took a step back before dissolving into water.

Which meant it was time for Bill to go and tell the Doctor her oldest friend was dead. She took a deep breath before walking out of the cluster of trees, running over what had happened, still trying to find the gentlest way to explain it.

The Doctor was sitting by the TARDIS doors, hunched in on herself and very still; she looked smaller, somehow less than herself. She looked up as Bill approached, and her frown lightened to concern. ‘Bill,’ she said with relief, getting to her feet, ‘listen, I said some things-’

‘It’s okay,’ Bill interrupted, before she could get into the apology - then revised her thoughts. ‘Well. No, it’s not okay, but - there’s something more important I have to tell you. Um. We should probably sit down.’

‘Do you want to leave?’ The Doctor said it quietly, voice calm, but she couldn’t keep the sadness out of her expression.

‘No, no, it’s not that. Just sit down and let me explain, okay?’ The Doctor sat, and Bill took the spot next to her, both of them leaning back against the doors of the TARDIS. ‘Okay. So. Heather turned up while I was thinking, and we talked a bit, and I said something about how I didn’t know where Missy and the Master were and I was scared they might turn up again, so Heather said she’d take me back to see what happened when they left the ship.’

The Doctor frowned. ‘You went back? Crossing your own timeline like that is dangerous.’

‘Can’t be that dangerous - you were with your past self when I found you, before you regenerated. And there were two versions of Missy together on that ship for ages.’

‘Yes, but we’re Time Lords, we know what we’re doing.’ Bill gave her a disbelieving look. ‘Mostly. Just remind me to have a chat with Heather about how to avoid ripping holes in the fabric of spacetime... sorry, you were talking. So you went back to see what happened?’

There was a tiny spark of hope in the Doctor’s voice, and Bill hated the sound, knowing that in a minute she was going to crush it. ‘Yeah,’ she said. ‘I’m pretty sure we didn’t mess up spacetime, we only watched. We were invisible, they didn’t even know we were there.’

She paused, trying to find the right words; she was coming to the hard bit now. ‘And?’ the Doctor prompted.

‘Missy... well, she stabbed the Master in the back,’ Bill said. The Doctor’s expression would have been comical if they were in any other situation; Bill went on, quickly, before she could interrupt with more questions. ‘She wanted him to regenerate into her. And she told him she she was going back for you, to stand with you. No, don’t - don’t look like that,’ she added quickly, because the look of joy breaking across the Doctor’s face was actually painful.

‘Sorry,’ the Doctor said, although she couldn’t really hide it. ‘But - she _said_ that? She  _meant_ it?’

‘I think she did. At least, the Master seemed to be convinced, and he ought to know. He - Doctor, he was angry about it. Really angry.’

‘I imagine so,’ she said, already smiling to herself. ‘So where did she go? I didn’t see her, we must have missed each other-’

‘She didn’t go anywhere,’ Bill said, and steeled herself for the next bit. ‘When I say he was angry, I mean... he shot her. He  _killed_ her. He said it was a full blast, that she wouldn’t be able to regenerate. And she didn’t. I’m so sorry, I tried to help, but... She’s dead.’

The Doctor stared at her, eyes wide, then slowly shook her head. Bill twisted hands together, waiting for her to say something. She’d said it, she’d delivered the news; now all she could do was try to be supportive.

‘The Master’s always fought so hard to survive,’ the Doctor said at last. ‘Every single version. I thought killing himself was the one thing he could never do, but if he shot Missy… He must have been more lost than I thought.’

‘He was really angry,’ Bill said. The Doctor was taking this better than expected; she looked sad, but calm. Probably the reality of it hadn’t sunk in yet. ‘It was quick, at least. I don’t think she, you know, suffered or anything.’

‘That’s good. She was always terrible at handling pain; you should have heard her whining over a papercut,’ the Doctor said. ‘I just hope this doesn’t change her mind about wanting to stand with me.’

Okay, that was… unexpected. Had she not understood what Bill was saying? Was that why she was so calm about it? ‘Doctor… she’s not going to be changing her mind about anything. She’s dead,’ Bill said, as gently as she could. ‘The Master said whatever he’d done, it would stop her regenerating.’

‘Oh, she won’t actually be _dead_ ,’ the Doctor said. ‘Or if she is, she’ll have another backup plan to get resurrected, or something like that. She always does.’

‘But… she wasn’t breathing. No heartbeat. Heather said she didn’t have a consciousness any more. I know it’s hard to accept, but-’

The Doctor actually  _laughed_. What was it with Time Lords and laughing about death? ‘Like I said - the Master’s always fought to survive. The number of times they’ve escaped certain death over the millennia - well, after he literally died in my arms and  _still_ turned up again absolutely fine, I figured I should have a bit more faith in their ability to survive anything.’

‘You realise this sounds a lot like denial, yeah?’ It doesn’t matter how many times she - he - escaped death before, this time’s for real.’ What was she supposed to do? She’d been expecting tears, grief, shock. She hadn’t prepared for this cheerful refusal to believe the truth.

‘He was definitely dead last time, too. I _cremated_ him. And that wasn’t even the _first_ time I’ve seen him burnt to ashes...’ Her expression shifted, and she looked guilty for a moment before bouncing right back to cheerful. ‘That body _might_ be dead, but even then, she’ll come back somehow. Plans within plans, that’s the Master. We should go back there, she might need help - well.’ She frowned for a moment, pushing herself to her feet as she thought. ‘I should go back. You don’t have to come if you don’t want to. You could stay here, or in the TARDIS?’

Bill wanted noting more to do with Missy, dead or alive. But sooner or later, this denial was going to wear off, and she didn’t want the Doctor to be alone when it did. She got to her feet, picking up the blanket they’d been sitting on as she did so. ‘I’ll come.’

‘Thank you,’ the Doctor said, and then paused, hand on the TARDIS door. ‘She was really coming back to stand with me? She wanted to be on my side again?’

‘Yeah,’ Bill said, and the sheer delight in the Doctor’s expression, the bounce in her step as she walked to the console... It was going to hit her ten times worse when she realised Missy wasn’t coming back from this one. Knowing she’d nearly had Missy as her friend again, everything she’d always wanted, only to have it snatched away at the last instant?

Bill couldn’t do anything but wait for it to happen. She closed the TARDIS door behind her, and they dematerialised.

*

Nothing had changed since the last time she’d been on the ship, or the time before. Still the same grass, the same trees, the same fake sky. Even the air smelt the same: rain and smoke. It felt surreal, being back yet again - like she might never actually escape this place.

The TARDIS had landed a short way away from the lift, just far enough for Missy’s body not to be immediately obvious. ‘She’s over there,’ Bill said, and pointed the way. The Doctor barely glanced at her, straight out of the TARDIS and practically running to Missy’s side. Bill wrapped her arms around herself and walked over.

Seeing Missy’s body didn’t seem to dent the Doctor’s denial. She knelt down beside the body, muttering something Bill didn’t hear, though her expression was oddly fond. She went through all the obvious checks, holding her hand by Missy’s mouth to check for breathing, pressing her ear to Missy’s chest - first one side, then the other. Bill already knew she wouldn’t find anything. The last thing she did was cup Missy’s face in both hands and close her eyes for a few long seconds, perfectly motionless. Some kind of telepathic thing, Bill guessed - looking for any spark of life.

The Doctor sat back on her heels, frowning. ‘Did the Master say anything about how he killed her?’ she asked Bill. ‘Any details, explanations? He did always love to brag.’

Bill shook her head. ‘Just that it was a - I think his exact words were “full blast”. Sorry.’

‘No, it’s fine. We’ll have to get her back to the TARDIS to figure it out, I suppose. Run a few tests. Can you bring her umbrella? If I can analyse the tech in that, I might be able to figure out what happened. Be careful not to press any buttons - it’s probably set to isomorphic but better not to risk it.’

Missy didn’t need any tests; she needed a funeral. Bill still had no idea how to convince the Doctor of that, though - if seeing Missy’s body hadn’t made her accept it, Bill had no idea what would. She picked up the umbrella cautiously, aware that it could probably kill her if she pressed the wrong button.

The Doctor shifted her weight and leaned over the corpse. ‘Missy, if you can hear me, I’m going to pick you up now,’ she said, then slid her arms under Missy’s knees and around her shoulders before standing up. Missy’s body lolled in the Doctor’s arms, a horrible dead weight. ‘I know you hate being carried, but you can complain about it later. Lead on, Bill - you’ll have to get the doors.’

They headed back to the TARDIS, the Doctor carrying Missy without any difficulty. Bill followed the Doctor’s directions through the twisting corridors, holding doors open where necessary, and found herself in a futuristic room she’d never been in before. It looked like something you’d find on a proper spaceship, all sterile white walls and curving glass and machines with smooth, sleek panels. In the middle was a sort of medical bed, a mattress covered with a white sheet on top of a large slab of metal with lights in the side that probably meant something. The Doctor set Missy down on top of it, settling her wayward limbs into place as gently as though she could still feel them. ‘You’re getting the sheets all wet,’ the Doctor complained. ‘Actually, I should really get you out of those damp clothes before anything else. Ah, do you mind stepping out for a minute, Bill?’

‘Sure,’ Bill said, and left the umbrella in the corner - she didn’t want to hold on to it any longer than necessary - before stepping out. The door closed behind her, and she leaned back against it heavily. She kind of wished she hadn’t sent Heather away, now. Although Heather might not be much use, not with her slightly patchy grasp of how people worked. But the Doctor was going to have to break out of the denial; it was only a matter of time. It was part of that five stages of grief thing, she supposed, although she couldn’t remember the others. Anger was in there, and bargaining. She just hoped the other stages weren’t as dramatic as the denial when they hit.

‘You can come back in now!’ the Doctor called after a few minutes. Bill reentered the room to see Missy in a pristine pair of white pyjamas, a towel spread under her hair to keep it from soaking the pillow. The Doctor was attaching a sticky pad to the back of her hand, frowning at the nearest machine. Bill didn’t have to know how it worked to guess what all the blank bits on the screen meant.

‘There’s no life signs, are there?’ she asked gently. The Doctor shook her head, pressing a few buttons on the machine and humming to herself, like all this was simply another puzzle to work out. ‘I know you don’t want to think about it, but-’

‘She’s not dead,’ the Doctor said, not looking away from the screen. ‘She’s not cold enough to be dead.’

Bill looked over to Missy, who was very still and very pale, her mouth opened slightly as her jaw went slack. She definitely looked dead. Bill took a few steps closer, unable to shake the feeling that Missy was going to suddenly open her eyes and lunge for her - and now who was thinking irrationally? She took a deep breath, reached out a cautious hand, and touched Missy’s arm.

‘She feels really cold to me,’ Bill said, wiping her fingers surreptitiously on her shirt. Not like ice, or anything dramatic like that, but cold. Way colder than any living person ought to be.

‘Of course she does, she’s been lying unconscious in the rain and Time Lords run a few degrees cooler than humans anyway,’ the Doctor said. ‘Believe me, she’s not cold _enough_ to be dead.’

‘Doctor-’

‘Listen,’ the Doctor said, finally looking away from the screens. ‘I know you’re just trying to look out for me. And I appreciate it, I really do. But I know Missy, and I know what she’s survived in the past. Getting shot like this - when she should have had an inkling it was going to happen, since she’d already seen it from the other angle? There’s no way she’d let that kill her. In fact... I might do a better job analysing her umbrella,’ she said, turning to pick it up from where Bill had left it earlier. ‘If she created some kind of defence, it’ll probably be in here. And if she didn’t, I’ll still get a better idea of how the Master’s weapon worked by analysing this one.’

She looked delighted by the idea, immediately turning to pull some kind of toolkit from the drawer. Bill sighed. Well, she’d tried. She just hoped the Doctor came round before Missy started to rot. 

‘You don’t have to stay,’ the Doctor added, dropping umbrella and tools on Missy’s bed. ‘I know you probably don’t want to be around her, after… You could go get something to eat? Maybe a nap? You had a shock, you should...’ she drifted off, looking like she wasn’t entirely certain what to suggest. ‘Find a blanket?’

Bill didn’t think she needed a nap or a blanket, but food might be good. ‘Yeah, sure,’ she said. ‘I’ll be around if you need me?’

By which, of course, she meant _when you realise Missy’s dead_. But the Doctor just nodded, already turning back to the umbrella with a gleam in her eyes. Bill headed for the door, glad for the excuse to be out of the room.

She couldn’t stay away very long, though she also didn’t want to go back in there. Bill wound up sitting with her back to the door with her bowl of soup, sipping it slowly and listening to the Doctor’s voice. She was talking as she worked, mostly in a murmur, but occasionally her voice rose loud enough to be audible. ‘Ohh, this is - you never told me you’d managed to miniaturise one of these! How did you - no, you can tell me when you’re awake. I can’t believe you were in that Vault for decades and you never bragged about this. _I_ would have.’

Bill closed her eyes, and wished Heather would turn up. It was going to be a long wait.

**Notes for the Chapter:**

> For anyone curious about that brief reference to the other time the Master got burnt to ashes, and why the Doctor was a bit guilty about it: it's a reference to the Fifth Doctor serial Planet of Fire, in which the Doctor has an unfortunate attack of the moral dilemma and doesn't do anything to stop the Master getting burnt up. (Of course, the Master turns up in the very next season with absolutely no explanation other than a quip about being indestructible.)
> 
> Thanks so much to all of you who've read, commented and/or left kudos! You always make my day <3 Next chapter on Wednesday!


	5. Awakening

‘Eureka!’

The cry dragged Bill out of sleep. It took her a few drowsy seconds to recognise the noise she’d heard as a word, instead of meaningless sounds, and longer still to realise that that had been the new Doctor’s voice. She was still sitting outside the infirmary - she must have dozed off. How long had she been asleep?

No way to tell, but her joints were stiff and her neck ached. She rolled her head from side to side, wincing as she heard something pop. Oh, that didn’t sound good. Still. Now she was awake, she figured she should probably go check on the Doctor. Judging by that shout, it didn’t sound like the Doctor was over the denial yet.

Bill got to her feet, stretched her arms out to unkink her spine, and knocked on the door. ‘Doctor?’

‘Bill! Come in!’

The room was exactly as she’d left it - Missy still lying immobile on the bed - except that the Doctor had taken the umbrella to pieces, and parts of it were scattered all over the bed and halfway across the floor. Way too many pieces to fit inside a umbrella, Bill thought - unless it was bigger on the inside too. The Doctor was sitting by Missy’s bed, a magnifying glass in one hand and a twisty thing made of glass and copper in the other.

‘She  _did_ come up with a shield! Only it didn’t fully kick in because she wasn’t close enough to the umbrella - it’s got a very small range, she’d really need to be holding it for it to work properly. But it was close enough to keep her alive! Or nearly alive. She’s just sort of... stuck.’

‘Okay,’ Bill said. Trying to persuade the Doctor that Missy really was dead probably wasn’t going to get her anywhere, and her brain still felt too groggy from sleep to try. She’d just have to wait for the Doctor’s optimism to wear out. ‘And that… thingy, that’s the shield, is it?’

‘I know you don’t believe she’s really alive, Bill. You don’t have to humour me.’

Apparently she was also too groggy to pretend convincingly. ‘Yeah. Well. Sorry, I guess? But… look at her, Doctor.’ She nodded towards Missy’s body. ‘I know you want to believe she’s okay, but… are you sure you’re not just seeing what you want to see?’

‘I could ask you the same question,’ the Doctor said, with one of those looks that made her seem impossibly old. It didn’t look the same on this new face, but Bill recognised it anyway. Before she could protest - she didn’t  _want_ Missy dead, not really - the Doctor reached over to the bed and gently took hold of Missy’s wrist, lifting it up in the air.. ‘It’s been seven hours since she was shot,’ she said, and let Missy’s arm drop back on to the mattress. A few intricate twists of metal bounced onto the floor

 Was that supposed to mean something? The Doctor was looking at her like it did. Bill wasn’t sure how Missy’s arm flopping lifelessly onto the bed was supposed to prove she wasn’t dead, but-

And then, in a flash of realisation, she did.

‘No rigor mortis,’ Bill said, and the Doctor grinned. Seven hours - was it supposed to have set in by now? She’d watched plenty of crime shows, but she couldn’t remember how long it took. Was it even the same for humans and Time Lords? ‘That’s not normal, yeah?’

‘It’s not normal. She really, genuinely, is alive. I’m not imagining it.’

Bill pulled over one of the chairs from the corner of the room and sat down in it, staring at Missy - from a safe distance. She still looked dead. She definitely still looked dead. The thought of her waking up, if the Doctor was right - the thought of what might happen after... She’d gone back in time with Heather to  settle her mind, to make sure the monster was gone. Now it turned out she’d invited it right into the TARDIS.

‘Do you know how to fix her?’

‘I have a good hypothesis. Which is more than I have for most things.’

Bill nodded, swallowing. She didn’t ask if the Doctor was going to try it, because she knew the answer. And she didn’t want to imply that she thought the Doctor should let Missy die, even if it was a little bit true. Because there was a bit of her that just wanted to know she was safe from Missy, and she couldn’t be much safer than having her dead.

‘What happens if it works?’

‘I don’t know. That depends on her,’ the Doctor said, picking up one of the umbrella struts and fiddling with it. ‘I promise I won’t let her hurt you, no matter what. But I can’t give up on her either. Because I’m the Doctor. I run around the universe and I save people, I believe in people, and I _don’t give up_. How could I keep being me if I gave up on my oldest friend?’

It was another nonsense argument, another stupid justification, and Bill felt her temper rising for a moment, but forced it down. Fat lot of good it had done her back on the Eye of Orion. Besides, like she’d said to Heather, it wasn’t the Doctor’s easy forgiveness she was really angry about.

‘You know that what she did mattered, right?’ she asked. The Doctor looked confused; she struggled to explain. ‘What she did to me, on that ship. Because earlier you were just trying to justify it, like it wasn’t important. Well, it _was_ important, even if I’m human again now. I still remember it! It still hurts. I’m still scared, and messed up in my head, and I just… I need to know if you’re angry about that, if you’re upset. If you care that it happened.’

She couldn’t bring herself to look at the Doctor as she talked, eyes fixed on a nondescript bit of the floor. So she didn’t see the Doctor’s face when she said, ‘Oh,  _Bill_. I’m sorry, I never meant to sound like - oh, this regeneration hasn’t got any better at this stuff, has it? I’m still making a total hash out of feelings and… human stuff.’

‘Yeah, well. You might be able to cheat death, but some things would be too much of a miracle.’

The Doctor laughed, low and soft, then stood up and walked over. She wrapped Bill up in a hug - at a bit of an awkward angle considering Bill was still sitting down, but she made it work, her cheek resting against the top of Bill’s head, arms wrapped round her almost protectively. ‘When I found out what he’d done... Angry doesn’t even begin to cover it. He turned you into a monster, tried to take away every brilliant thing that makes you Bill Potts... I thought I’d lost you. I thought I’d failed you. And I was so, so angry at him for taking you away from me, and then I was angry at him for making you suffer through everything you went through on that ship, and I’m still angry at him now. I don’t show it, because it’s only ever made things worse between the two of us, and I’m trying to make things better. And I’m sorry if you ever felt like I didn’t care. I do care. And I’m so, so very glad to have you back - did I mention that?’ 

Bill closed her eyes and breathed in. ‘You might have,’ she said, her voice sounding very even and not at all like she might be about to cry a bit.

The Doctor squeezed Bill a little tighter and then pulled away, turning back to Missy’s bed and running a hand through her hair like she was embarrassed. Feelings and human stuff. ‘So. Anyway. Do you want to leave, while I try...? I know you probably don’t want to be anywhere near her.’ 

Bill hesitated, glancing uncertainly towards Missy. ‘Might as well hang around for a bit. Keep you company, if it doesn’t work and you need to figure out a Plan B.’ And, although she didn’t say it, she wanted to know what happened. If Missy didn’t wake up, she wouldn’t have to lie awake jumping at every little noise. And if Missy did wake up, well, at least she would _know_. 

‘I haven’t the foggiest what to do if this doesn’t work,’ the Doctor admitted, and leaned over the bed to poke Missy’s shoulder. ‘So you’d better wake up, you hear? Or I might have to get a bucket of ice water. Just like being back at the Academy.’

‘Do you think she can actually hear you?’

‘Almost certainly not,’ the Doctor said, looking down at Missy with a soft frown. ‘But it felt rude ignoring her while I was working, and it’s better than talking to myself. Okay. Fingers crossed this works.’

She reached out to Missy, gently tilting her head back and nudging her jaw open a little wider. It reminded Bill of one of the dummies they used to teach first aid classes - and apparently that was exactly what the Doctor was going to try. She leaned in, fitting her mouth over Missy’s and standing still for a few moments. How was that supposed to help?

Bill didn’t understand until the Doctor pulled back, and a few wisps of gold light swirled out of Missy’s mouth. It looked exactly the same as the light that had surrounded the Doctor when she regenerated, only much less of it. ‘Come on, Missy,’ the Doctor said, curling one hand in the blankets by Missy’s side. ‘That’s all I had left.’

Seconds passed, slow as eternity. Missy didn’t move, and the Doctor’s shoulders slowly began to sag. Bill’s insides were all twisted up so she could hardly breathe; she didn’t know whether she should be relieved or sorry for the Doctor’s sake or annoyed that the uncertainty would pace on that much longer-

Missy gasped awake, eyes flying open, and Bill flinched back in her chair. Neither of them paid her the slightest bit of attention; the Doctor was grinning, eyes only for Missy, who had taken in the Doctor’s new body in a single glance and started laughing breathlessly. ‘Copycat!’

‘I didn’t do it on  _purpose_ ,’ the Doctor protested, her hand finding Missy’s in the blanket. ‘Welcome back.’

‘I was coming back,’ Missy said, the words spilling out of her mouth like she couldn’t say them fast enough. ‘I was - I was always coming back, that was always the plan, I couldn’t let him realise-’

‘It’s okay, it’s okay, I know,’ the Doctor soothed her. ‘Bill went back, she saw what happened.’ She glanced towards Bill as she said that, as if only just remembering there was someone else in the room she should be concerned for, and Bill did her best to smile. It felt horrible and forced on her face, but it must have been good enough for the Doctor, because she turned back to Missy. ‘Try to calm down. You’ve been unconscious for a while-’

‘Don’t forget me,’ Missy interrupted, her hand tightening so hard around the Doctor’s that it must have hurt, although the Doctor didn’t react at all. ‘Don’t you ever  _dare_ forget me. Not even for an instant.’

‘Forget you? What - oh, Missy,’ the Doctor said, her confusion clearing into a look of amusement. ‘Don’t be such a drama queen. You’re not dying.’

‘I’m not?’

‘The shield in your umbrella did its job as best it could from a distance. I fixed the rest of you.’

Missy frowned for a moment, then licked her lips thoughtfully. ‘You gave me the last of your regeneration energy.’

‘You’re lucky I found you while I still had plenty left.’ There was a tremor in the Doctor’s voice - fear of what might have happened, if she’d been a little later? And how ironic was that; by going back to make sure her worst nightmare was out of her life for good, Bill had just ensured it had come right back again. If Bill had never gone back, Missy would still be lying there, not quite dead, forever. 

She wasn’t going to let herself regret that. Not when it meant the Doctor was happy, instead of heartbroken. Well, she revised - the Doctor was happy for now.

Missy shifted, pushing herself upright; the Doctor caught her shoulders and tried to encourage her back down. ‘No, no don’t get up yet,’ she said. Missy gave her a disbelieving look, knocked her hands aside, and sat up, wincing as she did. ‘Why are you always a terrible patient? No matter how many regenerations you go through-’

‘I’m still not as bad as you,’ Missy said. The Doctor opened her mouth like she was about to argue, frowned, and closed it again. Bill didn’t know about the Doctor, but Missy really was a terrible patient. Razor had gotten sick a few times in that decade, and Bill had been tempted to steal restraints from the hospital more than once just to keep him in the bed.

And she didn’t want to  _know_ that. She didn’t want to look at Missy and think about yelling at her past self for sneaking out of bed again, like she was a friend instead of a monster.

‘Take it easy, at least,’ the Doctor said, stuffing pillows behind her. ‘You’re going to be sore for a while until that burn finishes healing.’

Missy rolled her eyes, smoothing her hands over the blanket and glancing for the first time around the room. She frowned at the pieces of her umbrella spread over the blanket - and then her eyes lifted, and she noticed Bill for the first time. Bill didn’t allow herself to look away from that sharp gaze, although she felt pinned to the spot under its weight. But Missy didn’t seem to be interested in her for the moment; she returned her attention to the Doctor. 

‘So,’ she asked. ‘Did I pass your little test, or is it back to the Vault for me?’

‘I think you broke the grading scale,’ the Doctor said. ‘As to what happens next... that’s up to you.’

And Bill didn’t want to be here, not for this. Because she knew where this was going. The Doctor was going to invite Missy to stay, to travel in the TARDIS, as a friend instead of a prisoner. And Bill didn’t need to see that. Because there was one thing she was very, very certain of: she couldn’t stay. Not if Missy was going to be here.

She got to her feet silently and slipped out the door. If either of them noticed her leave, they didn’t say anything.

What was she supposed to do now? Try to sleep, she supposed. Figure out what she was going to do next. The thought of leaving the Doctor - it hurt her, physically, as though she’d been the one shot in the back instead of Missy. But there wasn’t another option.

She didn’t know this par of the TARDIS, so she wandered through a few near-identical corridors until she came across a door that was open. Inside was a cosy bedroom, all gentle browns and neutral colours, with a faint smell of polished wood and a huge bed with the thickest mattress Bill had ever seen. She stepped inside and closed the door behind her, and noticed a glint of metal; a big brass bolt on the inside of the door.

Which was odd; she didn’t remember seeing any other doors on the TARDIS with a lock - although she felt safer after she slid it shut, even if it probably wouldn’t stop Missy if she wanted to get in. Perhaps the TARDIS had led her here for exactly that reason. ‘Thanks,’ she whispered to the ship, just in case.

She found pyjamas in the wardrobe and got changed, as if she was actually going to manage to sleep. The blankets were thick and soft, and she snuggled into them as she thought about where to go. Staying on the TARDIS wasn’t an option any more, but she already knew she couldn’t go back to Bristol, couldn’t pick up where she’d left off like nothing had happened. And she couldn’t go back to travelling with Heather, not if it meant giving up being human.

That was three options crossed off the list, and pretty much anywhere in space and time left.The Doctor would take her wherever she wanted to go. Bill had all night to figure out where that was.

*

When she finally slept, it was fitful - an hour dozing, another two awake - but eventually enough time had passed to suggest it was morning, or whatever passed for morning in a time machine. Time to go find the Doctor, and talk about what happened next.

She showered in the room’s ensuite, and dressed herself in jeans and a tshirt from the wardrobe. Then she drew back the heavy bolt on the door and went in the direction that she thought led to the console room. The whole thing felt a little surreal, knowing that this would be the last time she walked down these corridors, the last time she stepped out of the TARDIS. It had changed her life so much, and it was about to be over.

Bill didn’t make it to the console room, because after a few turns she heard the Doctor’s voice coming through an archway at the end of the corridor, and - that had to be a kitchen in there, because something smelt amazing. It looked completely different to the one she’d found after the Doctor regenerated, all shiny chrome fixtures and walls so eye-searingly bright they might as well have been coloured in with highlighters.

‘- the Starlane Races of the Nebuline Systems,’ the Doctor was saying, bouncing on her heels as she poured pancake batter into a frying pan and spread it around with an expert twist of her wrist. ‘The ships go so fast-’

‘Been there a dozen times. Came second once,’ said Missy. Because of course, who else would the Doctor be talking to? She was sitting at a table in a rust-coloured dressing down, hair wrapped up in a towel on top of her head, squeezing lemon juice onto a pancake and following it with way too much sugar.

‘Only second?’

‘I’d like to see you do better,’ Missy said. ‘But not today. Somewhere else.’

‘Well,’ the Doctor said, turning her back on the stove to grin at Missy. ‘What about - oh, Bill! There you are!’

‘Hey,’ Bill said. The Doctor’s smile had slipped a little, as soon as she realised that Bill was in the doorway. She was trying to hide it, but the sparkle had gone out of her eyes. Probably because she knew what was coming, as soon as Bill could unstick her throat enough to say it.

‘I’m making pancakes,’ the Doctor said, waving the jug of batter at her as evidence. ‘And we’re talking about where to go. Was there anywhere you might like...?’

‘Actually, I... Doctor. You already know what I’m going to say, yeah? I can’t keep travelling with you.’

The Doctor bit her lip and nodded. Her expression was a little scrunched up, like she was trying very hard to keep herself from looking too heartbroken but didn’t quite know how to control this face yet. ‘Okay.’

‘I’m sorry. I just...’ She glanced towards Missy, who was rolling up her pancake as she watched them, something glittering in her eyes that made Bill shiver. 

‘You don’t need to explain.’

‘Scaredy-cat, scaredy-cat,’ Missy sing-songed in the background, sounding for all the world like a five-year-old on a school playground. The Doctor frowned over her shoulder at her.

‘Missy.’

‘What? I promised I’d be _good_.’ She took a bite out of her pancake, licking lemon juice off her fingers. ‘I never said I’d be  _nice_. And she is being a scaredy-cat. Running away because of little old me.’

‘She has her reasons,’ the Doctor pointed out, looking sharply at Missy. They were silent for a moment, and Bill got the feeling they were having a whole conversation without saying anything. Then Missy made a scoffing noise and bit into her pancake. The Doctor turned back to Bill with a weak smile. ‘Come on. Let’s talk about this outside.’

They wandered a little way down the corridor, far enough to be out of Missy’s earshot. ‘So,’ the Doctor said, coming to a stop. ‘Back to Bristol?’

‘I’ve been thinking,’ she said. It felt like she hadn’t done anything but think. ‘I can’t go back to Earth and pick up where I left off, but... I liked being a student. And there’s got to be plenty of universities out there, right? So maybe one of those. If you know of anywhere that’ll take someone with no ID or qualifications, they won’t exactly accept my A-Levels in a different solar system-’

‘Don’t worry about any of that, I know the perfect place,’ the Doctor said - smiling genuinely for the first time since she’d turned round and seen Bill. ‘You’ll be amazing there, Bill Potts. And I’ll come by and check on you, from time to time, maybe? Just to make sure you don’t need a trip back home. Or someone to help you move house and then save your friends from getting eaten by it.’

‘I’ll be fine. If I really need to go somewhere else, Heather can always take me. I mean, not that I wouldn’t like to see you!’ As long as she didn’t bring Missy. She’d be glad to see the Doctor now and then - if only so she knew Missy hadn’t killed her.

‘I’ll pop by, then.’ The Doctor shifted her weight from foot to foot, looking momentarily awkward, and cleared her throat. ‘I’ll miss having you around. But I’m so glad to have known you. And thank you for… well, everything.’

‘Yeah. Thank you too.’ She was going to miss the Doctor, she realised. Well, she’d already known that, but right now she  _felt_ it. 

‘Would you like breakfast before you go? I’ve got plenty of pancake batter. And there’s at least fifteen other kitchens, if you’d rather not eat in there.’

Bill shook her head. ‘I’m fine. I’m not really hungry anyway.’ Better just to get it over with. The sooner she left, the sooner she could move on.

‘Right. Hang on a sec, then,’ the Doctor said, cupping her hands to her mouth to yell back down the corridor. ‘Missy! Don’t let the pancake on the hob burn! I’ll be back in an hour or two!’

The console room was only a short walk away, and then the flight lasted barely thirty seconds. The Doctor threw one final lever on the console and stepped back. ‘There we are! You’re going to love it here. Come on, I’ll show you around.’

She opened the doors and headed out, clearly expecting Bill to follow. Bill took a deep breath and stared at the alien sunlight glowing on the floor of the TARDIS, very conscious that she was about to leave the ship for the last time. Even after everything that had happened, she didn’t really _want_ to go. She just couldn’t stay any more.

‘Bye, then,’ she whispered to the ship. She thought its background hum dimmed a little bit in response, but it was probably her imagination. She followed the Doctor to the doors, and then out into her future.


	6. The University

Bill stepped out of the TARDIS into a wide, sunny plaza. The ground under her feet was dark wood, with a wavy pattern carved into it, and sculptures made of the same wood were scattered around the plaza - no, not sculptures, because people were sitting on them. Benches and tables, in dozens of shapes and sizes to accommodate hundreds of different species. Lush greenery and tall, twisted trees lined the edges of the space, behind which Bill could see buildings in stone and glass and brightly-coloured metal, and above them, a sky of a far deeper blue than Earth’s. It was warm, almost subtropical, and she could hear birds singing somewhere nearby.

‘Welcome to the University,’ the Doctor said.

‘The University of where?’

‘Technically, the University of Berinala. That’s the name of this planet. But don’t call it that, you’ll sound like a tourist. Locals just call it the University.’

Bill took a few steps into the sunlight, pulling the TARDIS door closed behind her and trying to ignore how final the moment was. ‘There’s only one university for the whole planet?’

The Doctor gave her a grin. ‘The University _is_ the planet. It covers the entire thing.’

‘Woah. Seriously?’

‘Except for the oceans, of course. And there’s a good chunk of land designated as nature reserves, or for agriculture and mining and boring things, so the University doesn’t have to import everything. But even those are part of the University - and everyone who lives here is a student. Even the professors, even the cleaners, even the people who serve chips in the dining hall. Everyone has to be learning something, even if it’s one evening class a week. Come on. The Chancellor’s office is over there, I’ll introduce you to her.’

She took off across the plaza, and Bill hurried to keep up, while also trying not to stare at everyone and everything around her. It was hard not to, though, when it was all so new - and when she was going to be living here for the next few years at least.

As they rounded a flowerbed, Bill trying to read the signs on a building to her left, her foot landed on something that was definitely not wood. She stumbled forwards, nearly falling flat on her face, and had time to hope she didn’t wind up meeting this Chancellor with a smashed nose and bruises - but then the Doctor caught hold of her elbow, and steadied her. ‘You okay?’ she asked.

‘Yeah, sorry, thanks - I stepped on something.’ Bill glanced down to see a palm-sized iridescent beetle on the ground, probably dead if she’d stepped right on it. She felt briefly guilty - but then it shifted, and projected a holographic message from the top of its shell.

PLEASE BE CAREFUL! I HAVE SHARP TOOLS FOR GARDENING WHICH MAY CAUSE INJURY.

It waved what appeared to be a pair of pruning shears in the air in demonstration. Ok, so not a beetle, then. Some kind of gardening robot? ‘Er, sorry, I didn’t see you,’ she apologised, then gave it an awkward little wave.

‘Awww, aren’t you cute! And very cleverly made.’ The Doctor eyed the insect like she wanted to take it apart, but it was already scurrying under a bush. ‘Ah, well. Come on, then, let’s get you registered.’

They carried on across the edge of the plaza. ‘So is that how I’m getting in without documents or anything?’ Bill asked. ‘Because you know the Chancellor?’

‘Hmm? Oh, no, they accept everyone who wants to learn. Knowing the Chancellor will just get you in quicker and let you skip a few formalities. Normally you’d have to have all kinds of academic assessments to place you at the right level of classes, and a telepathic scan to make sure you weren’t an escaped convict or something, but as ex-faculty in good standing I can vouch for you on both.’

She was kind of glad she wasn’t getting in purely because she knew the right people; that would have been a bit too… Oxbridge. And she really like the sound of a university that accepted _everyone_. Bill glanced around the plaza, looking at the students, trying to get a better feel for the place. It was oddly quiet - all the people she could see were bent over and scribbling on little screens, or reading, or sitting around not talking much. ‘Everyone seems kind of… subdued.’

‘Must be exam season,’ the Doctor said. ‘Which should work out well - you can join in the afterparties and then get settled in nicely before next term starts. Now, was her office on the fourth floor or the sixth... hmm.’

They walked in to one of the buildings, through a wide archway that must have had some kind of forcefield over it. At least, that was the only explanation Bill had for why she couldn’t feel the sunlight on her back once she stepped through; only cool, indoor air. The building’s foyer had a map on one wall covered in colourful symbols, and a big list on the other wall, presumably showing what was happening where; lectures on things Bill had never heard of, seminars on concepts she was pretty sure hadn’t been invented on Earth. And this was only one building; how was she ever going to decide what she wanted to study?

‘They’ve gone and moved things around,’ the Doctor said. ‘Honestly, you come back after fifteen years and they’ve changed  _everything_. Well. I suppose we should go and ask directions. Although...’ She scanned the list. ‘Oooh, a lecture on interstellar navigation... the effect of replicators on developed economies, early Elistocene pottery - I have some of that! Should we go listen in on one? For old time’s sake?’

Her expression was so hopeful Bill couldn’t say no - and it let her put off saying goodbye for a little longer. ‘Yeah. I’d like that.’

They picked the pottery one, since Bill had a chance of understanding some of it without having any background. They came into the lecture hall at the back, and high up. The room was built like an ampitheatre, with rows of gently curving seats that all pointed towards the stage, except that the seats came in all different sizes like the benches outside. Some kind of hologram floated above the stage, showing a clay pot that was taller than three Bills standing on top of each other. It was such an impressive sight that it took her a moment to notice how empty the room was; only a dozen students were clustered near the front of the hall, even though there was room for hundreds.

‘Not got a good turn out, has she?’

‘Must be a small class this year,’ the Doctor said, nudging Bill into a seat near the back and taking the aisle seat next to her.

‘Or maybe no one wants to come because she’s reading from the textbook,’ Bill said. The lecturer was a short woman, dark-haired and way too tall to be human, and she had the textbook clutched in her hands. She was barely even looking up from it. ‘Hope you’ve not brought me to some second-rate university, here.’

‘The University is the most influential and respected seat of learning for a hundred light-years,’ the Doctor said. ‘Lecturing is harder than you think, okay? We’ve all resorted to the occasional paragraph from the textbook.’

‘You never did.’

‘I’m a Time Lord. And stop whispering, it’s rude.’

A short, purple-skinned boy in the front row put his hand up. ‘Uh, Professor... Adilya?’ he asked. ‘Sorry, I should have this in my notes, but did the chevron style begin in the thirty-fifth or thirty-sixth century?’

‘Ah,’ said the professor, flipping through the pages of the textbook. ‘A good question. Does anyone have it in their notes from yesterday?’

Now _that_ seemed odd. And the Doctor clearly thought so too; she’d gone all tense, frowning at the stage. ‘Mid-thirty-fifth century,’ she said, getting to her feet. ‘Any why are you giving a lecture on Elistocene pottery when you don’t know the first thing about it?’

‘If you’d rather go back to halls and hide, you’re quite welcome to leave.’ She looked like a teacher Bill had in primary school, when some of the buys had been winding her up. All sharp edges and flashing anger. ‘At least I’m still holding lectures, unlike half the faculty. Now. Before I was so rudely interrupted - not that I begrudge the initial question-’

‘What do you mean, they’re not holding lectures?’ the Doctor interrupted, heading down the stairs towards the front of the hall as everyone in the front turned around to stare at her. This sounded like it was turning into one of  _those_ trips - and honestly, Bill quite liked the idea of one last adventure. As long as she didn’t get shot again. She followed the Doctor down to the front of the room.

‘Have you forgotten what’s happening here?’ the professor asked, softening a little at the edges. ‘You’re supposed to carry notes to remind you.’

‘Sorry, no notes. No idea what’s going on. Only just got here. So why don’t you explain from the beginning?’ The Doctor jumped down the last few steps and sat on the bottom one.

‘You can’t have just arrived,’ one of the students said. ‘There’s a quarantine.’

‘Is there some kind of illness?’ Bill asked. But that didn’t make sense - lectures would be cancelled completely if there was a serious outbreak; cramming hundreds of students in one room would spread it faster. ‘No, that doesn’t make sense - and it doesn’t explain why you were reading from the textbook, or didn’t know the answer to that question.’

‘None of us know anything any more,’ the professor said. ‘If you’ve just arrived - leaving aside that it’s impossible to get through the quarantine barrier - then you still have all your memories? For now?’

‘All present and correct,’ the Doctor said, bouncing to her feet and stepping on to the stage. ‘Do you mean to say you’ve lost your memories? All of you?’

Everyone in the lecture hall nodded, and Bill felt a prickle of fear go up the back of her neck. ‘What do you mean by that, exactly? Like, did you lose your memories about old pottery, or...’

‘Everything,’ the professor said quietly. ‘Academic knowledge, personal history, names, faces... I’ve been friends with one of the other professors since we were six. We were planning a life bond ceremony next month. I don’t remember her at all, she’s a complete stranger to me - the only reason I know who she is was because I kept a diary, and I keep forgetting that too. You really didn’t know?’

Bill went cold. The Doctor frowned, pulling her sonic screwdriver out of her pocket and scanning the room. ‘I didn’t know,’ she said. ‘Sorry if I was mean earlier. Was I mean? Anyway. You’re doing the best you can, under the circumstances. And I,’ she said, lowering the sonic and turning to look the professor directly in the eyes, ‘am going to get your memories back.’

‘Wait,’ Bill said. ‘If we stay - does that mean we’re going to lose our memories too?’

‘Probably,’ the Doctor said. ‘But it should only be temporary.’

Probably. Should be. Bill closed her eyes for a moment - how could the Doctor say that so casually? That was everything Bill remembered, everything she’d ever done or thought or felt - everything she was, wiped away. Even when she’d been a Cyberman, she’d still had that sense of self, and now she was going to lose that too?

‘I can’t do this,’ she said, getting abruptly to her feet. ‘I - Doctor, I  _can’t_.’

‘That’s okay,’ the Doctor said, taking her hand and giving it a squeeze. For a moment Bill thought she was going to give her some kind of platitude about how she would get through this fine, but instead she said, ‘I’ll take you back to the TARDIS. I’m pretty sure this is some kind of telepathic field, and she can block that no problem. You’ll be safe in there.’

‘You sure?’

As sure as I can be,’ the Doctor said, before turning to the rest of the room. ‘Right. All of you, keep calm and carry on. Oh - and where’s the Chancellor’s office? I’ll need to go and talk to her as soon as I’ve seen my friend back to my ship.’

None of them knew, but they all had maps on hand, so it was only a moment before the Doctor was whisking her back out into the sunlight. Bill was beginning to feel guilty, running back to the TARDIS to hide - Missy’s words from earlier prickled at her, with some validity this time. Maybe she was being a coward. ‘Is it okay? Me going back to the TARDIS, I mean...’

‘Of course. You didn’t ask for this, you wanted a nice relaxed university to learn in, not losing your memory. Between you and me, I’m scared too. But it’ll be fine - Missy and I shouldn’t have any trouble figuring it out.’

Missy?’ Bill asked. ‘You’re taking Missy back out here?’

‘Of course,’ the Doctor said, looking a little surprised at the question. ‘What do you think the two of us were going to be doing once you’d left? Same thing I’ve always done. Meddling,’ she said, cheerfully. ‘Besides, I’ll need Missy for this. If this is a telepathic attack - well, she’s one of the best telepaths Gallifrey ever produced. She can probably resist the memory loss even longer than I can.’

Which meant that if this went on long enough, Missy would be walking around with a Doctor who had no idea who she even was? Bill was about to ask the Doctor if that was really a good idea, but they were already back at the TARDIS, and the Doctor was ushering her inside. ‘There. You’ll be fine as long as the door’s closed. Missy! Get dressed, wherever you are, we’re going out!’

‘Doctor, wait-’ Bill said, but the Doctor had already vanished deeper into the TARDIS.

She was left to wait around the console room, running through her memories and trying to figure out if she’d lost anything in the time she’d been outside. How were you supposed to know if you’d lost a memory? Especially since there were so many things missing anyway. She could have lost hundreds of memories while she was out there and never realise, because she’d already lost thousands to regular human forgetfulness.

Yeah. She’d better stop thinking like this before she had some kind of existential crisis. Again.

A minute later she heard footsteps and the Doctor’s excited voice. ‘-so we’ll ask the Chancellor what she knows, then investigate,’ the Doctor was saying. ‘Unless you can pick up something with your brilliant brain.’

Missy finished putting her lipstick on, pursing her lips in her little compact mirror before blowing a kiss to the Doctor. ‘Flattery will get you anywhere, my dear.’

‘Oh, believe me, I know. You okay, Bill? Help yourself to anything in the TARDIS while we’re gone, don’t touch the console or - well, common sense, really. If you get bored, the library was on the second left last time I saw it.’

‘Are you sure she’s responsible enough to be left on her own?’ Missy asked, coming up behind the Doctor’s shoulder. ‘She is terribly young. You should get a babysitter.’

The Doctor rolled her eyes and swatted at Missy’s arm. Missy shifted out of the way slightly, but gave Bill a bright, unsettling grin.

‘I’ll be fine,’ Bill said. ‘Sorry I couldn’t come with you,.’

‘You’ve nothing to apologise for,’ the Doctor told her, giving her shoulder a squeeze before turning to the doors and to Missy. ‘Right then, you. Are you ready for this?’

‘For redemption and goodness and derring-do?’

‘Well, yes. And for standing. With me. Like you said.’

Missy gave a dramatic sigh. ‘If I have to, I suppose. Although I’d much rather be painting my nails like I was planning to.’

The Doctor laughed, looped her arm through Missy’s, and then they were gone - the Doctor giving Bill a little goodbye wave as she shut the door behind her. Bill frowned at the door, wishing it had a window so she could see what was happening out there. She had a really, really bad feeling about this.

*

The library was where the Doctor had thought, and it didn’t take Bill long to find a dusty novel which looked interesting. Given it was published in 3190, Bill wasn’t sure if it was supposed to be sci-fi or real life or historical fiction - but the blurb promised something fast-paced and thrilling, and she really needed a distraction right now.

She took it back to the console room to read, unwilling to go too far away in case she missed the Doctor and Missy returning. The chair near the console was really comfy anyway. She settled in to it, tucking her feet under her legs and opening the book, trying to get lost in the story - as much as she could when she was very aware of the Doctor’s absence.

Just as the protagonist was about to escape from the execution chamber of the Infinity Prison, the phone rang.

Bill nearly dropped the book. She hadn’t even realised there was a phone in here - but that ringing noise couldn’t be anything else. Who would be ringing the TARDIS? Who would even be able to ring it? She didn’t think the Doctor was in the habit of giving out her phone number.

The phone kept ringing, and, well, there was only one thing you could do when faced with a ringing phone. She slipped off the seat, set her book down on the chair and padded around the console until she found it, and then answered the call.

‘Um, hello?’

‘Bill!’ came the cheerful answer - and she stiffened, because that was Missy’s voice. ‘I just thought I’d call to check in on how you were doing. That’s good, isn’t it? That’s a  _good_ thing to do.’

Like Missy would ever call her because she actually cared whether she was okay. She was up to something - but what? ‘Uh, yeah. I’m fine. How’s the Doctor?’

‘Oh, she’s fine too. Just babbling on to that Chancellor friend of hers. I wandered out onto the balcony, it was all terribly boring - you little primitive species get even more dull when you can’t remember anything, I didn’t think it was possible but there you are. It’s a good thing you stayed behind, my dear. Your silly human brain would be half-empty by now and there wasn’t a lot in there to begin with.’

Bill ignored the insults and went for what was actually important. ‘So the memory loss started already?’

Missy scoffed. ‘Oh, not for  _me_. I can feel it, you know, picking away at my mind, but I can keep it off for some time yet. The Doctor, though? Well...’ She lowered her voice, conspiratorial. ‘Don’t tell anyone, but the only reason she passed half her telepathy exams was because I helped her cheat.’ She giggled, oddly high pitched, and Bill shuddered.

‘If you’re planning anything-’

‘Planning? But of course I am, I’m planning to help the Doctor save the world like a proper little heroine, remember? It’s going to be a very strange first outing, though. All our history, all the things I’ve done to her and she’s done to me, and she won’t remember any of it. Just think, I could tell her anything at all and she’d have to believe me.’

Bill’s hands tightened on the phone. ‘Don’t you dare,’ she told her. ‘If you... manipulate her, if you hurt her-’

‘You’ll do what, exactly?’ Missy asked. ‘You’re stuck in a box! Don’t worry, I’ll take very good care of her.’

‘She’ll see through it. Even without her memory, she’ll see through you-’

‘Oh, sorry my dear, I think they’re done chatting! Got to go, kiss kiss, TTFN.’

The line went dead. ‘Fuck,’ Bill said, slamming the phone down on the console and pacing around the console. She should have said something, done something to stop the Doctor going out there with Missy, to stop her being so ridiculously trusting - and now look. Bill had to stop her - but like Missy had said, she was stuck in a box. There was a phone, but it wasn’t like she had the number for anyone who could help.

Heather. If Heather were here, she could go outside - take a message, get the Doctor out of danger. Bill was pretty sure even Missy couldn’t do very much physical damage to whatever Heather was. But she wasn’t here, and again, Bill had no way to contact her. She would turn up eventually, but there was no telling when, and Bill didn’t want to risk waiting.

There was only one person she could actually rely on right now, and that was herself. She turned towards the door, taking a deep breath. Because that meant leaving, and leaving meant losing who she was.

Bill tightened her hands into fists to keep them from shaking. She didn’t have a choice. Either she went outside and stopped Missy, or the Doctor would pay the price, along with anyone else who got caught up in Missy’s plan.

She couldn’t just charge out there, though. Once she lost her memory completely - once she forgot who Missy was - she’d become just another victim. Fortunately, from what she’d seen of the students, losing all of your memories didn’t include losing the ability to read.

A frantic search of the TARDIS turned up a biro with the end chewed off, but no paper. Well, she didn’t strictly need paper anyway - probably better not to use it; it would be too easily lost or forgotten. She sat back down on the console chair and started scribbling on her arms.

She started with DO NOT TRUST MISSY in big capital letters, and then added a description of Missy and a few more details of exactly what she’d done. Then she gave a similar description of the Doctor, and also of Heather in case she turned up. She wrote down everything she knew about what was happening, and a few things about herself - the really important things, the things she wanted to hold on to. What else? She wrote down where the TARDIS was, and that she needed to get to the Chancellor’s office. By that time she’d filled her right arm and was having to write awkwardly on her left, and she probably needed to leave some space for additional notes. She stuck the pen in her pocket, and looked towards the doors.

She could do this. She’d be fine.

Bill took a deep breath, and left before she could lose her nerve.

**Notes for the Chapter:**

> The Doctor's tendency to land right in the middle of trouble strikes again! Continuing thanks for all your comments/kudos - you're all amazing <3


	7. The Statue

Bill hurried to the Chancellor’s office, barely paying attention to anything around her, mentally rehearsing where she was going and why. She didn’t _think_ the memory loss would hit fast enough that she’d just forget what she was doing, but she didn’t want to risk it either.

The Chancellor’s office was on the top floor of the Riessan Building, which turned out to be a very tall building at one side of the main plaza. Fortunately there were a lot of signposts inside, and Bill soon found her way to the right place; a heavy wooden door set alone at the end of a corridor, with a sofa outside for anyone waiting. The nameplate read  _Chancellor Rellia Dyn_. Bill knocked, and a voice inside called, ‘Come in!’

The room inside looked like someone had taken a very large office and tried to make it feel as much like a small one as possible. Every spare inch of wall was covered in shelves, and every shelf was filled with books and pictures and interesting objects, and the floor was scattered with more seats and tables than could really be necessary, even if they did need different ones for different species.  There was no sign of the Doctor, or of Missy.

In the nearest corner was a desk, where a tall woman with skin that actually looked silvery was flicking through some kind of holographic projector. She dimmed it with a wave of her hand, turning to Bill with a polite if slightly weary smile. ‘Good afternoon, do I know you? And do you have an appointment? I don’t have anything on my schedule, but considering I get about five minutes grace between arranging something and forgetting about it...’

‘Um, hi, my name’s Bill. We don’t know each other, and I don’t have an appointment, sorry - I was looking for my friend. The Doctor, she was here a minute ago, with Missy?’ Bill suddenly remembered that her arms were covered in warnings not to trust Missy, and she tucked them awkwardly behind her back. Might be tricky to explain, especially if the Doctor had introduced Missy as a friend.

‘Oh, yes! I was just making notes on our discussion,’ Chancellor Dyn said, and waved to a chair. ‘Only way I have any idea what’s going on. Sit down, please. Help yourself to a snack if you’re hungry. So you’re a friend of hers? Is she everything the archives say she is? There’s some very farfetched stories in there.’

‘They’re probably true,’ Bill said, glancing at the array of fruit and biscuits on the desk and deciding she didn’t want any of it. She didn’t think she could eat anything right now. ‘The Doctor’s pretty a farfetched person.’

‘Good. We need a miracle, this memory loss... oh, but you aren’t here for me to babble at you.’ She gave Bill a wan smile, running a hand through her hair. There were dark patches under her eyes; she’d tried to conceal them with makeup, but they still showed through. In charge of a whole planet of people losing their memories… yeah, Bill wouldn’t have been sleeping much either. ‘I assume there’s something I can help you with?’

‘Do you know where they went when they left here? I need to find them.’ Before her memory started to run thin. Every second was ticking a little more of her past away.

‘Of course, they went to...’ Chancellor Dyn frowned and brought her holographic notes back, flicking through them. ‘It was something to do with a statue... oh, no, it’s gone. Enlynn!’ she called, and a few seconds later a young woman poked her head through an archway. She was tall and blonde, her hair and makeup a little too perfectly done; she could have fit in easily on Earth, except that her eyes were lime green. 

‘Yes, Rellia?’

‘I don’t suppose you still remember where the Doctor and Missy went, do you? Or could you see if you’ve written it down?’

Enlynn frowned for a moment in thought. ‘They went to look at the statue of Oratrix Mi’fello in the Lesser Courtyard,’ she said. ‘Something about how we’ve had a lot of statues built recently and they thought it might be connected?’

Some kind of memory-stealing aliens or technology or whatever, hidden inside statues? It wouldn’t be the weirdest thing Bill had seen. ‘Thanks. Do you know how I can get there?’

Enlynn shook her head, but the Chancellor made a sharp gesture over the hologram and brought up a new menu. ‘No, but I expect this thing can show me maps of the university... no, that’s the security cameras, I want maps… ah, there we go.’

She brought up a delicate wireframe map, with what Bill assumed were landmarks and focal points picked out in colourful detail. There was also a static image of a courtyard full of trees braided and grown into the shape of benches. ‘No camera covering the statue itself, I’m afraid. But you’ve got the map, it doesn’t look far. Here, I have some paper for you to copy it down on.’

‘Thanks,’ Bill said, taking the paper and scribbling down the layout and names of buildings. She didn’t want to put this on her arms; it would take up too much space.

‘I could take you, if you like?’ Enlynn said, with the kind of false smile Bill associated with shop assistants at the end of a ten-hour shift. ‘I may not remember the way, but I’m pretty good at reading maps and following signs...’

‘It’s ok, but thanks anyway,’ Bill said. She didn’t want to bring any more people into Missy’s presence. Bad enough with herself and the Doctor and the campus full of unsuspecting students. ‘Both of you. And I hope the Doctor fixes things soon.’

‘The sooner this madness is over, the better,’ the Chancellor said. ‘You’d better go, catch up with them before they move on.’

Bill took her advice, and left with only a brief goodbye. Walking out of the room was weird - it had only been a short conversation, it hadn’t even been particularly important, but she knew that in a few minutes both Rellia and Enlynn would forget it completely. It would be as if they’d never met her, except for whatever notes they scribbled down; it felt like nothing she did mattered.

Which was nonsense, because it had still happened, and whether she was there or not was _really_ going to matter to the Doctor. She headed back out into the plaza, checking her map and then pulling the pen out of her pocket to add a note to her arm - a short one, to say where the Doctor and Missy were, and remind herself that she had a map in case she forgot it. She managed to write a legible note while walking, despite writing with her left hand, and then gave her arms a once-over to make sure none of the ink had got smudged. The largest sentence caught her eye:

_Do NOT trust Missy. She turned you into a Cyberman (a robot that kills people)._

Bill ran her fingers over the words, feeling her stomach chill like someone had poured several pints of ice water down her throat. Because she remembered what a Cyberman was, remembered Razor telling her all about them - but she didn’t remember  _being_ one. And she should remember. She should definitely remember something like that. How could she have been turned into one of them? How - how had she been changed _back_?

She turned her arms over and over, but it looked like she hadn’t written down the full story. Why hadn’t she thought that was important?

Bill forced herself into a run, even if all she wanted to do was sit down for a few minutes until her head stopped spinning. She was losing memories; that meant her knowledge of where she was going could be next, and she needed to get to the Doctor before that happened. She needed to keep the Doctor safe from Missy and help her to fix this; that was the only way she was going to get those answers back.

*

The statue was at least easy to find. It was the focal point of the sunny courtyard, placed so that all the curving stone pathways and braided trees pulled the eye towards the sculpture; a smiling, chubby woman with actual butterfly wings on her back. Were there really aliens with wings like that, Bill wondered, or was it some kind of metaphor?

The Doctor was still there, anyway, clambering up the statue and hoisting herself into its lap. Or was it… no, that was definitely the Doctor. For a moment Bill hadn’t been sure. She tried to tell herself it was because of the distance and the angle, not the missing memories she wasn’t letting herself think about too hard. Because if she sat down and thought about it and realised her entire childhood was gone or something like that... well, that wouldn’t be helpful. She had to focus on the here and now. Literally.

Missy stood at the bottom of the statue, watching the Doctor climb. ‘If you fall, do try to aim for that bush,’ she said, gesturing towards a pretty plant with pink flowers that grew in the flowerbed around the statue. ‘While it’d be  _ever_ so funny, I don’t feel like coddling you through another regeneration.’

‘I’m not going to fall,’ the Doctor said, standing up on the statue’s lap and trying to reach up to its head with the sonic screwdriver. The tip of it barely came up to the woman’s chin, and she huffed in annoyance. ‘Although if I did, maybe I could at least regenerate a little taller.’

Missy shook her head and turned away - which was when she saw Bill. She smiled, a really slow, horrible smile that made Bill want to run. ‘Oh, how  _lovely_ , you decided to join us after all,’ she said, clapping her hands together. ‘What changed your mind?’

‘You know what changed my mind,’ Bill said, glancing down at her arms to make sure everything she remembered - the phone call, the threats - was right. And it was. She hadn’t lost that yet, at least.

‘Bill!’ the Doctor called, waving down from where she was precariously balanced on the statue’s outstretched arm. ‘Hang on a moment, let me finish...’ She stood on tiptoes to reach the sonic to the statue’s ear; Bill winced a little as she wobbled, and noticed Missy’s eyes carefully trained on the Doctor’s form, frowning. ‘There, done,’ she called, and jumped back onto the statue’s lap, then slid down into the flowerbed, with careless disregard for the height.

‘Why did I ever bother to try and kill you?’ Missy asked. ‘You’re perfectly capable of getting your own neck broken.’

‘Stop worrying about me, I’m fine, see?’ the Doctor said with a bright grin, then turned to Bill. ‘I thought you wanted to stay in the TARDIS, did I forget something else?’ She glanced towards Missy, as if expecting confirmation from her. The idea of the Doctor relying on Missy like that - _trusting_ her like that - made Bill’s chest tighten. She’d done the right thing, coming after them.

‘No, I changed my mind, that’s all,’ Bill said, before Missy could comment. ‘You didn’t forget anything. I’m really hoping you’ve figured it out already, though.’

‘Sorry - that statue’s just stone,. Nothing suspicious about it. Although I  _am_ getting some funny readings around here.’

She waved the sonic screwdriver in the air. Missy cocked her head and listened, like the whining sound it made had some meaning. ‘Perhaps there’s something  _under_ the statue?’ she suggested, in the tone of someone pointing out something very obvious to a small child who wasn’t getting it.

‘Good idea!’ The Doctor vanished back into the flowerbed, kneeling in the soil - apparently not caring if her clothes got dirty - and pushing a small shrub aside to wave the sonic at the statue’s base. An iridescent beetle robot - just like the one Bill had stepped on earlier - scuttled over to investigate what she was doing, and the Doctor gently nudged it aside.

Missy took a seat on the statue’s base. She pulled a small mirror out of her pocket, checked her makeup, then started reapplying her lipstick. With nothing else to do while the Doctor searched, Bill sat down a cautious distance away. She glanced at her arms, reminding herself of all the notes she’d made about Missy, all the warnings she needed to remember. She wished she hadn’t lost the memory of being turned into a Cyberman. As terrifying as it sounded, it was important; she needed to know…

When she glanced up again, Missy was leaning towards her, eyes scanning over the words on her skin. Bill startled, then crossed her arms across her chest, hiding as much of the writing as possible. It was too late, though; Missy gave her a wolfish grin. ‘Exactly how much of that do you remember?’

‘All of it’ Bill said, though honestly it was all going fuzzy. She’d expected this, she reminded herself. She’d prepared for it, and she’d get them back. ‘I remember _everything_ you did.’

‘Really?’ Missy asked. ‘Go on, then. Tell me the details.’ Bill glanced away. Okay, she’d kind of walked into that one. She had no idea, and she hadn’t had space to write all of it down. Missy laughed, tipping her head back. ‘I thought so.’

‘I remember the Doctor had you locked up in a vault,’ Bill said. ‘Because she thought you were too dangerous to let out, she told me... No, wait, she was a man back then, wasn’t she?’ She was sure of that. She remembered the Doctor as an older man with grey hair and sharp, clever eyes, and she knew this Doctor was the same person, but she couldn’t remember how one had gotten to the other. That was the kind of thing she really should have written down somewhere, but apparently she hadn’t thought it important enough. ‘Is she... he... Are  _they_ some kind of shapeshifter?’

Missy cackled. ‘Oh, look at you getting all tangled up over silly English pronouns, how utterly precious.’

‘Don’t be mean,’ the Doctor chimed in from where she was kneeling in the flowerbed, and threw some snapped-off bit of a shrub at Missy’s head. Missy caught it and tucked it behind one ear.

‘Good, not nice, dear.’

‘So what’s the right one to use, then?’

She’d meant that question for the Doctor, but Missy answered it with a smirk. 'The correct pronoun is the third-person past-regeneration pronoun, with the suffix indicating the regeneration immediately prior to that which is physically present or with whom you are normally contemporaneous. And since the Doctor was once Lord President of Gallifrey we should _technically_ use the most formal construction at all times, but since he ran away from any kind of actual power screaming like a small child, I think we can dispense with that.’

‘Wait, I was Lord President of Gallifrey?’ the Doctor asked, picking up another beetle and setting it on the base of the statue. ‘Shoo, you pest, I’m not damaging your plants… That’s going to be an interesting memory to get back.’

‘English doesn’t have a third-person past-thingy pronoun,’ Bill said.

‘And Gallifreyan pronouns don’t bother to indicate something as changeable and unimportant as  _gender_ ,’ Missy said. ‘Unlike your pathetic so-called language which, let’s be honest, mostly evolved so you could gossip with the other bald monkeys about how sexy the monkey you just bonked was.’

Bill opened her mouth to argue, but the Doctor interrupted. ‘I think I’ve found something, these readings - oh, go  _away_ , seriously, who programmed the AI for these gardening beetles? Anyway, I was saying-’

‘Doctor, behind you,’ Bill said, staring, because now there were dozens of the beetle-like robots, all converging on the Doctor, and they might have been cute when there was only one of them but the swarm did not look friendly. ‘Get away from there!’

The Doctor looked around, eyes widening. ‘That’s not-’ she said - and then the beetles were upon her, extending little claws and shovels, and then moving down, into the soil. The Doctor raised the sonic screwdriver, but by the time Bill even realised what the robots were doing the Doctor was already buried up to her hips; she looked up at them both, eyes wide in surprise, and held out her free arm towards them. Missy grabbed for it, but her fingers closed on air: Bill caught a split-second glimpse of the Doctor’s fingers scrabbling at the soil before she was gone, leaving nothing behind but smooth earth.

Missy dove after her before Bill could even take in what had happened, on her knees in the flowerbed, scrabbling in the dirt with her bare hands, flinging straggly roots aside. Bill jumped down and helped, digging as fast as she could - Missy barely paid attention to her, eyes wide and white. Those robots, how far down had they dragged the Doctor? The rate they’d been going, she could be way, way further underground than they could possibly hope to dig - buried alive, oh god. Bill dug harder, desperately hoping to find the Doctor’s hand, but only hitting stones, roots, soil.

A beetle scuttled over her shoulder and down her arm, waving its secateurs in the air; Bill yelped, and Missy silently knocked it off her with the tip of her umbrella, then shot it without even looking and went back to digging. But more of them were coming - four, five, six of them heading closer or wriggling out of the ground - and Bill realised that if they stayed here they were going to meet the same fate as the Doctor. She couldn’t give up, but... they weren’t getting anywhere. The dirt was falling back into the hole as fast as they could dig, and neither of them would be any use to the Doctor if they ended up down there with her. They needed another way - and fast.

She stood, stepping quickly out of the flowerbed. One of the robots snapped a pair of shears at her - then refocused on Missy. ‘Come out of there,’ Bill said - Missy might be evil, but she didn’t want anyone else getting sucked underground. ‘They’re going to take you next.’

Missy snapped something at her in a language that didn’t sound like English and which the TARDIS apparently refused to translate, not even pausing in her digging. Bill hesitated, wondering if she should try to drag her away or whether she’d end up with an umbrella blast between the eyes. But one of the beetles skittered up Missy’s arm, and she looked up and apparently realised how much danger she was in. She finally jumped to her feet and out of the flowerbed, wielding her umbrella, blasting the little robots into shiny shards.

Either that frightened them off, or the beetles weren’t interested any more now that they were out of the flowerbed. One of them paused to refill the hole; the rest of them climbed trees or scurried away.

‘What do we do?’ Bill asked, trying to think of some way to get underground without angering the beetles. ‘She’s going to suffocate-’

‘She won’t,’ Missy said. She didn’t look at Bill, didn’t move her eyes from the spot where the Doctor had vanished. She looked terrified and terrifying in equal measure - eyes wide, hair a mess, dirt under her fingernails and smudged on her cheek - but still every inch someone who would destroy this planet in an instant if it turned out the Doctor had died here. ‘I saw the Chancellor’s map. Everything under here is basements. Storage rooms. They’ll have dragged her into one of those.’

‘Yeah, but - what if they didn’t?’

‘If they wanted her dead they’d have cut her throat with their pruning shears,’ Missy snapped, hands clenching tighter on her umbrella. She stared at the spot for another long moment, then said - in quite a different tone of voice - ‘I think I nearly died. Not then, but recently. I remember waking up and being surprised about it. I don’t remember what happened.’

‘Your memory’s going too,’ Bill said. ‘Uh. If you did nearly die, I don’t remember it either.’ She glanced down at her arms, but she hadn’t written anything about it. She knew Missy was dangerous and untrustworthy, but right now she looked kind of vulnerable. Although some of what Bill had written on her arms seemed... odd, now she looked over it. Like, she’d written that Missy had been threatening to hurt the Doctor. But that didn’t make sense with what had just happened. Because Missy had panicked, when it looked like the Doctor was in danger - she’d been really, genuinely scared.

‘Lend me your pen,’ Missy said, holding out a hand.

Bill found the pen in her jeans pocket, and handed it over. Missy rolled up her sleeves and started meticulously covering her own arms with information, including a sketch of the Doctor and a smaller one of Bill herself - both unsettlingly perfect considering she’d done them in about ten seconds. Some of the writing Bill could read, including a full description of what had happened with the gardening robots. The rest was in the same weird circular writing that she saw around the console room. When Missy had covered most of the available space, she gave the pen back to Bill and took up her umbrella again. ‘I’m going to find a way into the nearest basement,’ she said, striding off towards the closest building. ‘Come with me if you like, don’t get in my way.’

After a split second’s hesitation, Bill followed. Missy might have done terrible things, but Bill was pretty sure she wasn’t up to anything right this second. She just wanted the Doctor back. And since Bill wanted exactly the same thing, going with Missy was her best bet.

**Notes for the Chapter:**

> Things aren't going great for anyone right now, are they? Just reminding you all that there is still no "major character death" tag on this fic. <3 Thanks so much for reading!


	8. Rescue

Getting into the basement was easy. Getting _through_ it was difficult.

Bill had been expecting something like the buildings above, all clean lines and fancy architecture. Stepping down the narrow stairs brought them into a cramped, musty-smelling room. There were no lights - at least, nothing came on when they walked in, and there weren’t any switches Bill could find. Missy raised her umbrella, which apparently also worked as a torch; its pale yellow light revealed a cramped room, all dusty shelves of boxes and exposed brickwork.

There was a door to one side, and they pressed on in silence, moving through room after room - no sign of the Doctor, but then they weren’t close to where she’d been dragged down yet. Bill thought the basement had to be much older than the buildings above. There were odd sections cut out of the floor where dividing walls had clearly been removed, and unplastered walls that must have been later additions. There didn’t seem to be any kind of organisation, either. One small room held a jumble of furniture, all different styles; another one was full of boxes labelled with things like _Professor Xibrati_ or _Spare Gowns_. 

‘Keep up,’ Missy snapped, when she noticed Bill giving the boxes a curious glance. ‘Or has your silly little human brain already forgotten what happened to the Doctor?’

‘I’m keeping up,’ Bill muttered. She hadn’t forgotten that, didn’t even need the words on her arms to remember. Other things, though… other things were fading. It was weird; she could remember the last five or ten minutes fine, examining the statue and the Doctor getting dragged underground by robots. That was perfectly clear. Before that... She remembered just enough that she could guess at the gaps. She remembered the Doctor offering to be her tutor, years ago in Bristol, but she had no idea how she’d found out about the time travelling thing. She remembered that there’d been a alien under the Thames, but not how it had got there or what she and the Doctor had done about it.

The gaps scared her: she tried not to think about them directly. Besides, she might be losing great gaps of her memory, but she was still herself, right? She still felt like Bill. It wasn’t like she was losing herself along with the memories. She’d be fine. She really hoped so, anyway.

Bill didn’t have too long to dwell on it, because they came to a dead end, a long, thin room with no exits. ‘We need to go that way,’ Missy said, surveying a wall covered in crumbling plaster. She tapped the wall with the tip of her umbrella; it made a hollow noise.

‘Must be another room through there. I don’t see any doors, though -’ Bill said, but Missy had already levelled her umbrella at the wall and fired. Bill covered her ears - too late - and coughed as the dust from the explosion came down around them. The wall was gone; just a pile of rubble on the floor and a few ragged bits around the edges. ‘Or we could just go through it, that works too. Why do you have an umbrella that can shoot holes in things? Is this part of the whole you being evil thing I’ve got all these notes about?’

‘Yes. Now...’ Missy thrust her umbrella through the hole in the wall, illuminating the room beyond. It was empty, and smelt of damp concrete, but there was a door in the far wall.

Bill followed Missy through the hole and on towards the Doctor, glancing down at the writing on her arms again. She wished she’d made some better notes, when her memory had been clearer. She seemed pretty insistent on the idea that Missy was bad and wanted to do something horrible to the Doctor, but she hadn’t written down very much about why, except for the whole being turned into a Cyberman thing. And she didn’t even know what a Cyberman was, except for the little note saying “robot that kills people”. Which, how did that even work? She definitely wasn’t a robot right now. 

All Missy had done so far was be kind of a bitch. And Bill doubted that she was planning to hurt the Doctor, because she was clearly worried sick about her. The way she’d dug in the soil to try and get the Doctor back, like she was so panicked she’d forgotten anything else… Bill suspected a good chunk of the reason she was being so snappish and short right now was fear. What were the two of them to each other, she wondered? She didn’t think they were family. Friends? Dating?

‘Are you and the Doctor married or something?’ Bill asked.

Missy gave her a disdainful sneer. ‘You humans are obsessed.’ 

‘Is that a no? It’s not like I remember. And apparently I didn’t think I needed to write that down.’

‘The Doctor and I are _friends_ ,’ Missy said. ‘Honestly, I should go back to trying to kill her and actually _meaning_ it. I never got these kinds of questions when I had him at gunpoint. Miss Grant spent ages around the two of us and _she_ never asked if I was married to the Doctor. Mind you, it was the seventies and we were both men at the time… Move that box, there’s a door behind it.’

‘Why can’t you move the box?’ Bill grumbled, but went to push it aside anyway. She had a feeling they’d waste more time arguing about it, and the Doctor was probably in trouble. ‘Okay, point taken, you’re friends. What’s it say on your arm then?’

On her right arm, Missy had written in very large letters THE DOCTOR IS IMPORTANT, SHE’S YOUR followed by some kind of weird circular symbol. It probably meant something to Missy, but the meaning was lost on Bill. Missy gave her a silky smile. ‘Exactly that, of course.’ she said, and walked through the door Bill had uncovered. Bill sighed, wiped the dust off her hands, and hurried onwards; Missy had the only light source, and Bill didn’t fancy stumbling over something in the dark if it got too far away.

But before she could take two steps, someone appeared in the doorway - literally _appeared_ , out of nowhere, like she was raising upwards out of the ground. Bill jumped back, nearly crashing into a box. The figure in the doorway was a woman, silhouetted from behind by Missy’s light; she looked round at the basement as if confused. ‘What are you doing down  _here_?’

‘What am I - what are _you_ doing down here? Who are you?’ Bill demanded. ‘Are you behind all this? Did you take the Doctor?’

‘Take the Doctor? Where? Bill, it’s me. Heather?’ the woman said, reaching out a hand before pausing, uncertain. ‘I didn’t get the wrong time? It doesn’t feel wrong...’

Missy had come back to investigate, pushing past the woman - Heather - and circling round. ‘I don’t remember her,’ she said. ‘What are you?’

Heather startled at the sight of her, taking a step back. ‘But you were... I must be in the wrong time. You really don’t know me, Bill?’

Bill shook her head slowly. ‘There’s something on this planet stealing everyone’s memories. If I’m supposed to know you and I don’t, it could be that? Sorry...’

‘Your memories are gone?’ Heather asked, eyes going wide. ‘You - don’t you remember me at all?’

Bill tried, she really did, but… there was nothing. She looked down at her arms, without much hope - she seemed to have missed a lot of important things, when making notes. But apparently she had actually thought ahead here, because she did have some notes about a woman called Heather who appeared out of nowhere. ‘Wait, I made notes about you! Says you’re... my girlfriend? Really?’ Bill looked up at Heather and felt her cheeks warm. She might not be able to remember it, but she’d gotten really lucky somewhere along the way. Those were some memories she definitely needed to get back sooner rather than later.

‘Really,’ Heather confirmed, looking amused at Bill’s reaction. ‘But the memory loss - it’s not permanent? You’ll get them back, right?’

‘I should do,’ Bill said, checking her notes. ‘Or at least, the Doctor thought it’d be reversible.’

Missy gave a little huff of impatience and stalked off, taking the light with her. ‘Hey!’ Bill called after her. ‘It’s dark down here - come on, we’d better keep up.,’ she said to Heather. She reached for her hand, a little uncertain - if they were dating it was probably fine, but she didn’t actually remember her, which made it a bit weird. Heather’s hand slipped easily into hers, though; it felt cool and soft.

‘I can’t stay,’ Heather said.

‘What? But I’ve only just - well, I’ve not only just met you, but it feels like I have.’

‘It’s not safe for me to lose my memories,’ she said, biting her lip. ‘Do you remember that I’m not exactly human?’ Bill didn’t, but she nodded anyway. If she asked questions every time there was something she’d forgotten, conversations were going to take forever. Quicker to act like she knew, and pick up the details as they went. ‘I got... merged with a kind of alien technology. When it first happened, I was... I wasn’t really Heather any more. I was this… alien creature. I was scary. I scared you. And I only managed to get the human part of myself back because I remembered what it was like to be human. If I lose those memories...’

‘You’re afraid you might go back to being like that,’ Bill finished.

Heather nodded. ‘I’ve already hurt you once through not being human enough. I guess you don’t remember that - but I do, and I’m not putting you at risk again.’

‘Yeah. That makes sense.’ Bill couldn’t help but be disappointed, though. She’d wanted to get to know her. ‘I guess you had better go, then...’

‘Sorry,’ Heather said. ‘Although, before I do - are you looking for something?’ She glanced ahead, to where Missy was checking inside what looked like a storage cupboard. 

‘Yeah, the Doctor,’ Bill said, glancing down at her arm to remind herself of the facts. She was really glad she’d thought of writing everything down. ‘She got dragged underground by gardening robot insects, apparently. We came down here to look for her.’

‘Give me a minute,’ Heather said, and then vanished. It was weird watching her; it was like she just turned into water and melted into the floor. She was only gone a few seconds, reappearing exactly the same way, only this time she was smiling. ‘Found her!’

Missy must have been eavesdropping, because she immediately whirled on Heather. ‘Where?’ she demanded.

‘Down that corridor and then to the right. She’s in a bricked-up room, you’ll have to break through the wall somehow, but she seemed fine.’ Heather paused, frowning at Missy. ‘I know what you did to Bill. If you hurt her-’

‘Oooh, a shovel talk! I haven’t one of those in centuries. Most people realise there’s not much point,’ Missy said, with a sharp grin.

‘Yeah, well, I’ve got more abilities than just getting around the universe quickly. And I can find you. Anywhere,’ Heather said. Missy still looked more amused than anything.

‘You’d better go,’ Bill said. ‘Your memories.’

Heather nodded, and leaned in to press a kiss to Bill’s cheek. ‘I’ll be back soon. Once all this is finished,’ she said. ‘Take care of yourself, okay?’

‘I will,’ Bill promised, and Heather vanished again.

‘That was actually surprisingly helpful,’ Missy said as she headed down the corridor, swinging her umbrella so that the shadows dipped and lurched around the room. ‘Perhaps there’s a reason the Doctor likes bringing you dull little humans along. Of course, a well-trained dog would have been just as useful...’

‘Yeah, yeah, you’re so superior, I get it,’ Bill said, rolling her eyes. ‘You know, for someone who’s supposed to be evil, you’re mostly just acting really worried about the Doctor. And like an asshole.’

‘I made a promise,’ Missy said innocently, holding up her left arm. The largest thing written on that arm was DON’T KILL/SEVERELY INJURE ANYONE, YOU PROMISED THE DOCTOR. The D in Doctor had a little halo and angel wings.

‘Most people don’t need to write that kind of thing down,’ Bill said. ‘Why do I vaguely remember us being friends? And why did you turn me into a - what was it - Cyberman?’

‘I can’t remember.’

She said it so quickly and cheerfully that Bill immediately suspected she was lying - but they were both distracted from the conversation before Bill could accuse her. There was a noise coming from somewhere ahead of them, a regular, repetitive scraping sound. Missy stopped immediately, holding very still, tilting her head to one side as she listened. The noise came again, from the wall directly in front of them - but this time they heard a voice along with it.

‘Doctor?’ Missy called. The voice said something in response, but it was too muffled by the wall between them to make out the words; it might have been a hello, or a question.

‘Is that her?’ Bill asked. She didn’t recognise the voice. Though it was so hard to hear that she might not have recognised it even if she’d had all her memories.

Missy didn’t even acknowledge she’d spoken. ‘Doctor. Stand back from the wall,’ She said, very slowly and clearly, and then raised her umbrella.

‘Hang on, she might not have heard-’ Missy fired before she could finish. A huge cloud of brick dust and dirt hit Bill in the face; she coughed, getting a mouthful of grit, and turned away from the spreading cloud. Would it have killed Missy to wait a few seconds until Bill was expecting it? She heard the grating sound of brick being dragged over brick, and a few muffled curses.

She turned back to see a good-size hole in the wall and a blonde woman peering out of it, blinking in the light of Missy’s umbrella. The woman looked pale, except where there were smears of dirt across her cheeks. It had to be the Doctor. Bill had a description on her arm, but she didn’t need to look at it. Missy’s face was confirmation enough, full of desperate relief for a moment before she schooled it and stepped forwards to help the Doctor clamber out through the hole in the wall.

‘Good thing you came along when you did, I’d been scraping at that mortar for _ages_ , my hand was getting tired,’ the Doctor said, shaking out her wrist. ‘I don’t suppose you have any idea how I got in there in the first place?’

‘You were messing around in a flowerbed. There were these sort of, gardening robot insects? They swarmed you and pulled you underground,’ Bill explained. ‘How’s your memory?’

‘Ah. That’s the other thing. I don’t seem to remember anything?’ the Doctor said, with a kind of helpless smile, reaching up to shake the dirt out of her hair.

Missy went very still. ‘You don’t remember me.’

‘No. Sorry. Should I?’

Missy’s hand tightened on the Doctor’s arm, where she’d taken it to help her through the hole in the wall. She looked like the Doctor might vanish if she let her go, like someone had just knocked the keystone out of her world. Bill glanced down at the writing on her arm, which claimed that Missy had _wanted_ the Doctor to forget her. Yeah. Bill didn’t know what her past self had been thinking, but Missy definitely hadn’t wanted this.

‘This is deliberate,’ Missy said, very quietly, her eyes not leaving the Doctor’s. ‘You shouldn’t have forgotten this fast. Even Bill has a few memories left.’

‘Deliberate? You mean someone wiped my memory on purpose?’

‘I could explain what’s going on?’ Bill suggested. Missy remembered the details better, probably, but she didn’t seem in any state of mind to give practical explanations right now. The Doctor looked her way with a hopeful expression. ‘Okay. I’m Bill, she’s Missy, and you’re the Doctor. We’re friends. Well. It’s a bit more complicated than that? Actually, a lot more complicated, but let’s go with that for now.’

She explained what she knew, about the university and the memory loss, about the Doctor thinking she could fix it, about examining the statue and the attack of the robots and finding their way down here. ‘And Missy’s kind of evil, maybe? Or at least, she turned me into a Cyberman,’ she said, tilting her arm so the Doctor could see. She’d thought about not even mentioning it, but she wouldn’t have written it on her arm without good reason. ‘Apparently when I remembered her I was really insistent about you knowing that. And not letting her manipulate you or whatever.’

‘I’m not evil, I’m  _reformed_ ,’ Missy insisted, waving the arm with the note about not killing people as proof. ‘You reformed me. I’m good now. See?’

‘Well, you did help me get out of that room, I suppose that was good?’ the Doctor said, looking mostly confused. Then her eyes caught on Missy’s other arm, and her expression turned to curiosity. ‘What’s that say?’

‘Nothing,’ Missy said, pressing the inside of her arm against her skirt to hide it. The Doctor curiously reached out for her hand, lifting her her arm up so she could see what was written there. Missy didn’t appear to resist. The weird circular symbol must have meant something to the Doctor, because she ran the tips of her fingers over it as though she couldn’t believe it were real, and then stared at Missy in delight, almost bouncing on the spot.

‘Really?’

‘Apparently so. I must be an idiot, but there you are.’

The Doctor beamed, any concerns about evil and reformation apparently gone. She dropped Missy’s wrist and threw her arms round her, pulling her into a hug so tight Bill wondered if Missy could actually breathe.

Bill coughed, to remind them she was there. They seemed a bit wrapped up in each other, literally and metaphorically. ‘So what’s it say?’ she asked. ‘That symbol.’

‘Oh, it... doesn’t translate well into English,’ the Doctor said, stepping back from the hug. ‘Best friends forever?’ Missy gave a derisive laugh. ‘Well, you translate it better, then. But we really should be trying to solve this memory loss thing. I’d like my memories back, and I bet everyone else would too, and according to Bill it’s me who usually solves these things?’ She glanced to Missy for confirmation, who nodded. ‘I don’t know how I’ll do that without my memories, but I suppose I’ll make it up as I go along.’

‘You always do,’ Missy drawled. ‘I suggest we start by getting out of this basement. Come along, my dear.’

**Notes for the Chapter:**

> Well, we're officially one day away from the regeneration - I hope everyone's excited, because I certainly am! I hope everyone enjoys it as much as I'm hoping to, and Merry Christmas to everyone who celebrates it. Thanks for reading!


	9. Gardening

Bill squinted as she stepped outside; after the dingy basement, the bright afternoon sunlight was painful. Still, it was really good to be breathing in fresh air instead of stale dust again, even if they were getting a few odd looks from some of the students. All three of them were covered in dust, and the Doctor’s pale grey coat was covered in dirt from being dragged underground. 

‘Right,’ Missy said, taking her hair down so she could shake as much dust out of it as possible. She gave the Doctor an expectant look. ‘Where now?’

‘I... don’t know?’

‘Well, you’re the one who does all the running around saving the world,’ Missy said, shrugging. ‘I’m only tagging along. And the human’s just here so you have someone to listen to your explanations and tell you how clever you are.’

‘I’m sure that’s not why she’s here.’

‘That’s _definitely_ not why I’m here,’ Bill muttered. ‘Besides, Missy could do that stuff just as well.’

Missy laughed. ‘Me? Tell her she’s clever? Her head’s big enough as it is. Come on, Doctor. Do... Doctory things. I’d rather not lose any more of my memory. Clock’s ticking!’

She started making tick-tock noises with her tongue, while the Doctor rolled her eyes. ‘Right. Okay. Doctory things. Figure out what’s going on. Well... someone’s stealing these memories on purpose, aren’t they? From what you’ve said, it doesn’t seem accidental. So... who is it. And why?’ She paused, looking round. ‘We’re in a university. What if it’s not the memories someone wants so much as the _knowledge_ in those memories?’

‘Knowledge is power,’ Missy said, nodding her head. ‘Makes sense. I might try it, if I didn’t already know everything.’ The Doctor gave her an outright disbelieving look. ‘Oh, pot-kettle-black. Remember our fifth-year exams?’

Her face fell, as she realised what she’d asked, and the Doctor gave a helpless little shrug. ‘Sorry.’

‘It doesn’t matter,’ Missy said, pulling out a little makeup compact from her pocket and examining her face in its mirror. She sat down on a sort of bench made from interwoven branches of a living tree. ‘Someone stealing knowledge. Good reasoning, but not getting us anywhere. Try harder.’

‘Is she always like this?’ the Doctor asked Bill.

‘As far as I’ve seen,’ Bill said, taking an awkward perch on the other end of the bench. Missy gave her a rather terrifying grin, then went back to scowling at herself in her mirror, using her sleeve to clean the dust off herself as best she could. The Doctor started to pace up and down beside them, biting her lip.

‘Those robots,’ she said, after about a minute of silence. ‘They must be under the control of whoever’s behind this, right? So why did they attack right then? Why not before we even started looking at the statue, or afterwards? And why did they only take _me_?’

‘Dunno,’ Bill said. ‘Maybe it was just convenient? You were in a flowerbed, got to be easier to drag you through dirt than anything else. Unless there _was_ something odd about that statue, after all.’

‘You’d just found something,’ Missy said, eyes widening. ‘You were about to tell us when they dragged you away.’

The Doctor snapped her fingers and pointed at her in delight. ‘That’s it! I must have come across something they didn’t want us to know. That’s why they dragged me away, because I was a threat - and that’s why they wiped my memory instead of letting it decay like everyone else’s! We have to find out what was in that flowerbed-’

She turned to leave, but in an instant, Missy had grabbed her wrist to stop her. ‘And get dragged straight back underground again? I think not, Doctor. I have no intention of going back into that basement again to get you out, have you seen the state of me? I’d only just found this dress. I liked this dress,’ she added, looking mournfully down at herself.

‘It’s only a bit of dust and dirt, it’ll wash out,’ Bill said. Neither of them even glanced her way.

The Doctor twisted her wrist in Missy’s grip so they were holding hands instead, and asked, ‘It’s not the dress you’re really worried about, is it?’

‘We don’t point that out, Doctor,’ Missy chided. ‘It’s rude.’

‘Are you two always like this?’ Bill asked. ‘Because I’m beginning to feel like a serious third-wheel.’ 

Missy just smirked, while the Doctor gave her a sheepish look. ‘Probably? Sorry. Didn’t mean to. Anyway, if I’m not allowed to go look, how do we find out what was there?’

Bill glanced over at the flowerbed, hoping for some kind of inspiration. She hoped it was the right one - it was right underneath a huge statue, so it probably was. ‘There’s nothing in it but plants,’ she said. ‘Although. Wait - those insect things, they’re made for gardening, right? What if the reason whoever’s behind this is using gardening robots is because they’re protecting one of the plants? Is that possible?’

The Doctor glanced over to Missy, who looked thoughtful. ‘That might, possibly, not be the stupidest thing I’ve ever heard you say.’

‘Was that you trying to give a compliment?’ Bill asked. ‘Because it could use some work. Why don’t you try, oh wow, Bill, what a great idea!’

Missy stuck her tongue out, and tried to push Bill off the bench before the Doctor stepped in. ‘That’s a brilliant idea, Bill,’ she said, actually sounding genuine. ‘So. next problem: which plants?’

Missy tapped her fingers on the handle of her umbrella. ‘We need to find a computer terminal,’ she said, jumping to her feet. ‘There should be public ones in one of these buildings. Come along!’

The nearest building had an open social space three storeys tall, all glass and natural light. Bill felt self-conscious, traipsing all this dirt across the shiny floors, but no one stopped them - there weren’t many students around anyway. The space was full of all kinds of seating and tables at different heights, jumbled comfortably together, and Missy immediately seized on a table with a small black sphere set into the surface. When she touched it, it projected a holographic display into the air above.

Bill perched on a padded stool, and watched as Missy pulled up articles and pictures. There were a few short pieces on the installation of the statue outside, including a cheerful building team standing around in front of the base. Missy pulled up lots of other recent pictures from around the university, but Bill couldn’t see any common threads, and after a few moments Missy made a noise of disgust, balled up the projections, and threw them over her shoulder to vanish in a cloud of sparks. ‘We need a bit more access than the public systems. Doctor, hack into it.’

‘Yes! Um...’ the Doctor said, frowning at the screen. ‘How exactly do I do that?’

‘Your sonic screwdriver. it’s in your coat pocket - no, your other pocket - oh, give it here. You’d better not have put it on isomorphic - ah,’ she said, pressing a button on the side of the little tool the Doctor gave her and smiling when the end lit up. ‘Foolish of you not to, but appreciated.’ She fiddled with the device, then pointed it at the computer. The display wavered, went dark, and then came back up with a lot of new options. Bill leaned closer as Missy started to flip through, reading over her shoulder.

‘Look, security cameras!’ the Doctor said. ‘If they keep good archives...’

‘We can get a before-and-after perspective,’ Missy said, opening the files and beginning to flick through recordings. ‘Six months back. Lets see what we can find, shall we?’

Dozens of paired images started to appear, from all over the university - all of them looking so _different_. There were a few that looked similar to the plaza outside, but there were also pictures of huge stone towers set in snowy mountainsides, or wooden buildings high in the treetops of a jungle. There was a sandstone settlement around a desert oasis, and a floating, glass construction in the middle of an ocean. How big was this university, anyway?

It made it easier to find the plant they were looking for if she focused on the more unusual settings. There weren’t many plants in the desert, or the snowy mountains. She looked at the ones that were there in the recent photographs, then tried to see if she could spot them anywhere else. ‘That’s it,’ Bill said, pointing to a small shrub in a seaside photograph. It didn’t look the same in every picture, like there were slightly different species for different environments - it looked dark and dense in the snow, and its leaves were shaped like a succulent’s in the desert - but they all had identical white flowers. And none of them had been there six months ago.

‘That’s it!’ the Doctor said, grinning. ‘Well spotted, Bill. You know what we need now?’

‘Flamethrowers?’ asked Missy.

‘No,’ the Doctor said, poking her in the shoulder. ‘That would take too long, anyway. We need a sample.’

*

Of course, if they were going to dig up a flowerbed, they needed some kind of spade. The Doctor had been horrified at Missy’s suggestion that they tear the covers off books and dig with them; she’d spotted a decorative metal wall panelling and unscrewed a few sheets from it, then then bent them into a rough curve. Better than a hardback cover, Bill thought, but it still felt horribly flimsy in her hand as she stood by the flowerbed.

There was no sign of what had happened earlier. The soil looked perfectly even, undisturbed, and there were no beetle robots scuttling around. But the robots would come, once they started digging. Bill was sure of that. She tried not to imagine being dragged underground, the dirt swallowing her mouth and nose and eyes -

‘Make the human do it,’ Missy said, eyeing the flowerbed with distaste. ‘She’s expendable.’

The Doctor gave her a very disappointed look. ‘How can you say that? No one’s  _expendable_.’

‘More expendable than you - oh, don’t give me that look. I’m  _right_. No, don’t argue about it now, we’ve had this argument five hundred times before. And I’ve no interest in having it again when you don’t even remember your lines.’

‘I’m not expendable,’ Bill muttered. ‘Look, if you’re that worried about the Doctor getting attacked again, help us dig. It’ll go faster that way.’ Missy rolled her eyes, but didn’t say anything - just glared at the flowerbed with barely concealed trepidation. She’d refused a spade, saying she didn’t want to get her dress dirtier, although the Doctor had brought one for her anyway.

‘If you don’t want to dig, stand there with that shooty-things umbrella of yours and fend off any robots you see. I’ll dig,’ the Doctor said, shucking her long grey coat and rolling up her sleeves. ‘Bill - are you ready for this?’

‘Yeah,’ Bill said, lifting her makeshift spade. Not because she was expendable; because the Doctor was her friend, according to what was written on her arms, and she wasn’t too scared to put herself in danger to help a friend. Unlike Missy, apparently.

The Doctor nodded. ‘If they start coming for us, more than we can hold off - run.’

‘Yeah, don’t worry, I will be. No chance I’m sitting around to get dragged away by those things.’

Their best chance was doing this as quickly as possible. There was a white-flowered plant right by the statue with enough room around it for both of them to work; Missy jumped up onto the base of the statue, watching. ‘Ready?’ the Doctor asked, and Bill nodded, jamming her spade into the soil and digging as fast as she could.

The soil near the surface was light and easy to dig through, and at first Bill thought it would be easy. But a few inches down it got more like clay, with rocks and pebbles and roots lacing through it, making it hard to dig with the blunt edge of the metal. Plus, the soil she’d already moved was hard to keep in one place.

She was so intent on digging that she didn’t realise the robots were there until Missy fired. It made her jump; a flash of Missy’s laser and a bang, sending a metal insect toppling to the earth from the bush beside her. She stared at it for a moment, before carrying on, faster now. ‘Run if there’s too many of them,’ the Doctor reminded her, low and serious, and Bill nodded.

A few more flashes, a few more destroyed robots. ‘This is almost fun,’ Missy said from above them. ‘How very unlike you, Doctor,  _encouraging_ me to destroy things.’

‘Is it unlike me? I’ll take your word for it,’ the Doctor said, ducking slightly as another blast hit another robot. At least those blasts were stopping them - but the shots were coming faster and faster, and Bill knew that eventually there’d be too many for Missy to take down one by one. And then they’d be dragged underground, and then - 

She dug faster. A few moments later Missy reached down from the statue’s base, grabbing the top of the plant in both hands. ‘Pull!’ she snapped, and Bill dropped her spade - if it wasn’t coming out now, they’d have to give up. She grabbed the plant around its central stem, twigs scratching her hands, and pulled upwards with all her might - the Doctor joining in too - and she felt, for a moment, the pinprick of sharp secateurs on her ankle-

Then the plant came free of the ground in a shower of dirt, and all three of them staggered out of the flowerbed, plant clutched between them. The Doctor started laughing, and Missy joined in, because apparently they were both insane. ‘They’re still coming!’ Bill yelled, looking at the robots behind them.

‘Come on!’ the Doctor said, hugging the plant against her chest as she ran. Bill didn’t need telling twice. Missy actually took the time to grab her umbrella and the Doctor’s coat, firing a few final shots, before catching up with them easily.

‘Follow me!’ she commanded, and since Bill didn’t have breath to argue and the Doctor apparently didn’t care, they did. They drew a lot of stares, running for their lives across the open plaza with a trail of robots - not that Bill was paying much attention, since she was trying to survive, but she wanted to yell at them to do something useful instead of staring like idiots. And the Doctor was laughing as she ran, like a madwoman.

There was a strange blue box standing by one edge of the plaza; Bill would never have noticed it if Missy hadn’t run straight for it, almost dropping the coat as she reached into her pocket and pulled out a key. ‘In here.’

‘In the box?’ Bill asked, because what good would that do - would the three of them even fit? She doubted it. But Missy was dashed inside, pulling the Doctor after her, and Bill had to follow or be left alone with a horde of robots.

But she didn’t end up jammed in against the other two. Because there was a whole room inside the box, dimly lit but beautiful, with some kind of hexagonal dashboard covered in buttons around a central pillar, and stairs leading up to a balcony. It was all dark blues and bits of orange, and didn’t look like anything else on the campus. ‘Is this part of the university? Because it doesn’t look like it. And how…’ Bill said, looking back at the door. It had definitely looked like a box from the outside. Maybe it was some kind of illusion, with mirrors, or those hologram displays…

‘The inside’s bigger than the outside,’ the Doctor breathed, hugging the plant to her chest as she stared up at the central column.

Missy had a very strange expression on her face as she looked at the Doctor. ‘It’s dimensionally transcendental,’ she said.

‘I should know this place, shouldn’t I? I don’t remember it, but…’

‘This is your ship,’ Missy said, tone almost gentle. ‘The TARDIS. Time and relative dimensions in space. Now,’ she said, stepping to the Doctor’s side and taking hold of the plant. ‘What do we have here?’

‘There’s something in the middle of the roots,’ Bill said, distracted from the mystery of the room - or the ship - by the plant they’d risked their lives to get. She reached in to the the muddy tangle and pulled out a blueish thing, a little like a bulb but glowing slightly. ‘Unless that’s just the seed it grew from…’

‘Oh, thats no seed,’ the Doctor said. ‘It’s telepathic, I can sense it.’

‘Give it to me,’ Missy said, taking the bulb from Bill. She broke it away from the rest of the plant with a swift twist of her hand; it was just the right size to fit neatly in her palm.

‘I could figure it out,’ the Doctor said, a little petulant. ‘Just because I’ve lost my memory-’

‘Your memory has nothing to do with it, my dear Doctor. I’m simply a far better telepath than you. And I’d rather not waste time.’ She held the thing tightly, closing her eyes. ‘I can feel it, tugging at my memories. And it’s pulling them... somewhere close.’ She paused, raised a hand, and pointed - at the ground. ‘That way.’

‘We have to go back underground?’ Bill asked.

‘Apparently so,’ Missy said, making a face. ‘I’d say let’s run away and forget about it, but I don’t think I can put up with having to teach this one basic temporal physics from scratch. I did enough of that at the Academy.’

The Doctor rolled her eyes. ‘We’d better get down there, then. Do you think those robots will be gone yet?’

Missy crossed to the the central control panel, fiddling a few switches and bringing up an image on a screen. ‘Most of them have gone. Give it five minutes and we can leave.’

‘Great,’ Bill said. Her memories of the basement were fuzzy, but she definitely hadn’t enjoyed it down there. At least a few minutes break gave her chance to update her notes. She checked her pocket and found a pen, then sat down on the floor and started scribbling everything that’d happened. The Doctor and Missy wound up standing together near the console, talking quietly. Bill tried very hard to eavesdrop, but couldn’t hear a word they said.

‘We should be safe to go out now,’ the Doctor said after a few minutes, walking back over to the doors. ‘Are you ready, Bill?’

‘Just a minute,’ Bill said, finishing her sentence and getting to her feet. ‘Ready as I’ll ever be.’

They stepped back out into the plaza, now thankfully free of robots. Bill’s eyes were drawn to the blue bulb in Missy’s hand, the thing they’d all risked their lives for, the thing that was apparently leading her somewhere. Somewhere that might hold Bill’s memories. In a few minutes, she might have them back.

She took a deep breath of the fresh outdoor air, and followed Missy and the Doctor back towards the basement.

**Notes for the Chapter:**

> So Thirteen is officially here! "Ah, brilliant!" I love her. And we're now officially into AU territory! Thanks for reading <3


	10. Underground

The basement was nothing like the buildings above ground; all dusty and dark, filled with odd corners and places where walls had been knocked down or added in later. It was the kind of place that might be fun to explore, if you didn’t mind darkness or confined spaces. And if you had all your memories, and no fear of skittering insect robots swarming after you.

The Doctor and Missy, of course, seemed completely at ease. ‘So how did I meet Bill?’ the Doctor asked, waving the light of her sonic screwdriver over a pile of boxes.

‘You rescued her from a cruel intergalactic circus,’ Missy said. ‘They’d kidnapped her as a child, forced her to clean out the stalls of the Neptunian elephants. You should be glad you can’t remember the smell of their excrement,’ she added, with an exaggerated shudder. ‘She stank of it for months after. Still does, if you get close enough.’

‘Ha ha, very funny,’ Bill said, rolling her eyes. She was pretty sure that wasn’t true. Not that she had any notes about it. If she’d known Missy was going to make up nonsense about her life she’d have written more of it down.

The Doctor just laughed. ‘What about me? How did we meet?’

‘At the Academy, when we were children.’

‘Well, that’s not much of a story,’ the Doctor said, pouting slightly. ‘I - is this another dead end?’

‘Looks like it,’ Bill said. ‘We can backtrack to that door we saw, see if it’s easier to get through that way.’ Missy - who was technically leading, since she had the plant bulb and could follow its telepathic tugging - sighed, nodded, and turned around.

The Doctor fell into step beside her, nudging her in the ribs. ‘So? How did we meet?’

‘Like I said. We met at the Academy, we became friends. There’s nothing more to it than that,’ Missy said. ‘If you wanted a good story, you should have asked about what happened in the jungles of Centria Five.’

‘What happened in the jungles of Centria Five?’

‘Don’t encourage her, Doctor. She’s just going to make something up. It’s nonsense.’

‘Oh, I know. But it’s brilliant nonsense, I love it’ the Doctor said, looking back to Missy with hopeful eyes.

‘If I were you, I wouldn’t be so sure none of it was true. Let’s see, Centria Five… you never confessed how you got into this situation, but it started when I found you dangling from a branch, several feet above the ground. Somehow you’d got tied up in this ridiculously long ridiculous scarf you used to wear, _stark bollock naked_ \- you had bollocks back then - and the scarf did absolutely nothing to cover the bits of you that couldn’t be unseen. I hardly knew where to look,’ she declared, covering her eyes with with a dramatic hand gesture, the Doctor already laughing at the story.

Something moved on Missy’s arm. At first Bill thought it was just a trick of the light. The two of them using the screwdriver and umbrella for light was creating some seriously weird shadows, and Bill was a bit paranoid anyway. But when she looked closer, she realised it was the the writing on Missy’s arm, the big circular symbol right after THE DOCTOR IS IMPORTANT, SHE’S YOUR-. The symbol was changing.

Bill hung back a little, hoping Missy was absorbed enough in making up her story not to notice Bill looking. The symbol still kept the same shape, but now some of the lines were words.  _necessary - best friend - other half - entangled timelines - complement - always there - soulmate - mine._

She couldn’t make it all out, but she’d got the idea. Had Missy changed it, put the English words in? Bill didn’t think so. Why would she want to? The only reason to do that would be so Bill could read it, and it seemed way too personal for Missy to want Bill to know. So someone else had to have changed it - oh, what was the use in speculating, it’d probably happened right in front of Bill’s eyes five minutes ago and she’d just forgotten.

‘So we ran away from the botanists, but of course your scarf got caught - ah, here we are,’ Missy said, as they reached the door they’d passed by earlier. ‘Doctor, use the sonic. Like I told you.’

The Doctor raised the screwdriver and fiddled with it for a moment; there was a loud click as the lock came open. ‘Did we get away?’ She asked.

‘Of course not, you fell flat on your face and dragged me down with you. Into the mud. And the lead botanist-’ Missy said, reaching for the doorhandle and pulling it open.

A dozen shining robots ran out of the doorway with a horrible clatter of metal on stone. Bill shrieked; Missy slammed the door shut. But the robots didn’t attack. They raced behind the three of them, spreading into a semicircle, and waited. ‘What are they doing?’ Bill asked - though she was afraid she already knew.

‘Blocking our retreat,’ the Doctor said, tone grim. ‘Looks like we’re going in the right direction.

‘There were hundreds of them in that room,’ Missy said. ‘We can’t go in there.’

‘It wasn’t hundreds,’ the Doctor said dismissively. ‘Dozens, maybe. Do you think there’s any other way to get to wherever that bulb is transmitting the memories?’ Missy shook her head, very slowly. ‘Then we have to go this way.’

‘I don’t know,’ Bill said, glancing at the door. ‘I might agree with Missy on this one.’

‘Going in there is suicide. You don’t remember them dragging you underground. I do.  _Listen to me_.’

‘I am listening,’ the Doctor said, very gently, wrapping one hand around Missy’s where it clutched the handle of her umbrella. ‘I know it’s dangerous. But we have to solve this before your memories go too.’

‘Sod my memories. We'll get them back. If you’d stop and think for five minutes instead of running straight in to danger like an imbecile we could find a way in that doesn’t end with you and your pet human getting turned into fertiliser. You  _always_ do this.’

‘Does it usually work?’ the Doctor asked, lip curling in amusement.

Missy gave a strangled sound of frustration and wrenched her hand away from the Doctor’s. Then - to Bill’s great surprise - she turned to face her and shoved her umbrella into Bill’s hand. ‘Point it at something you want to blow up and press that button,’ she said, guiding Bill’s thumb to a small knob on one side. ‘ _Don’t_ press anything else. Even a monkey like you can do that, can’t you?’

‘Yeah, but... what are you doing?’ Bill asked, holding the umbrella a little gingerly. She didn’t really like having something in her hands that could blast through walls if she used it wrong. ‘You should take it, you actually know how to use it.’

‘I,’ Missy said, taking a step back, ‘am going. I already nearly died once recently, and even if I don’t remember it properly, I have no intention of doing so again. Have fun being gardened to death!’ She gave them a bright smile as she said it, but it was too sharp, too bright, and even in the weird mixed lighting of the sonic screwdriver and umbrella, she looked way too pale.

‘Missy, wait-’ the Doctor said, but Missy turned and stepped carefully over the waiting robots - none of which so much as twitched - and walked away. She was probably taking their best chance of getting through that room with her. Bill had no idea what she was doing with this umbrella.

‘Maybe we should go too,’ Bill said. ‘There could still be another way in...’

The Doctor glanced after Missy, then shook her head. ‘Even if we find another entrance, those robots are clearly stationed on guard. Every possible entrance will be covered - we’ll have to go through them no matter what. And we can defend ourselves, you’ve got the umbrella, I’ve got this thing- I think I know how to use it to disable them, from what Missy showed me.’ She frowned at the screwdriver, pressing a few buttons. It didn’t exactly inspire confidence.

Bill lifted the umbrella gingerly, careful to keep the end pointed at the ground. ‘I don’t even know if I’ve ever fired a weapon before.’

‘Try a few test shots,’ the Doctor said, nodding to the waiting robots. Right. Target practice. She raised the umbrella, pointed it, and hit the button Missy had showed her; a burst of light shot out and zapped a hole in the floor an inch away from the target. 

Every single robot in the room was suddenly in motion, and all of them coming towards her, the torchlight scattering off their metallic backs and legs and weapons. Bill yelled, backing up as she fired shot after shot into the metallic mass. She hit one, two, but there were way too many - then the Doctor was there, with the sonic screwdriver, and somehow when she pointed it at them they froze up and stopped working. 

The last robot was crawling up Bill’s trousers before the Doctor managed to stop it; Bill dragged it off herself and threw it away, breathing hard. Way too close. And there were more of them in that room, lots more, from what she’d seen in that brief glance through the door.

‘Are you alright?’ the Doctor asked, putting a hand on Bill’s shoulder. ‘You don’t have to come. I can take the umbrella, tackle them on my own...’

‘No,’ Bill said, shaking her head. ‘I’m coming.’ It might be dangerous, but it would be way more dangerous if the Doctor went on her own. Two of them had a better chance of getting through - or at least surviving. The Doctor going alone really would be suicidal.

The Doctor nodded. ‘Thank you, Bill,’ she said, her eyes looking very bright in the pale light that still shone out of the end of the umbrella. She put one hand on the door handle. ‘On three, then. One, two, three-’

In seconds the swarm was upon them. They came in a clattering metallic rush, hundreds of them surging forwards. Bill barely even needed to aim; no matter where she pointed the umbrella, there were robots there, the torchlight glinting off their carapaces. But she couldn’t fire fast enough; already there were tiny claws on her ankles, her leg. If enough of them got on top of her, she’d be dragged down - or feel the stab of gardening shears at her throat. She twisted, trying to shake them off, but they clung on. She couldn’t fire at them unless she wanted to lose a leg. ‘Doctor!’

‘It’s okay, I’ve got them!’ She heard the whine of the sonic screwdriver. The insects fell off her; she shuddered, and kept shooting. The shattered robots piled up, but more kept coming, so many more, climbing over the remains of the destroyed robots. ‘Keep moving forwards, if we can get through that door-’

‘There’s nowhere to move to!’ Bill yelled; the entire floor, every inch of it, was covered in glistening metal beetle-shells. And she couldn’t have taken a step even if she there was room. The beetles were crawling round her feet, burying them in metal. Something sharp jabbed at her foot. ‘In a bit of trouble here!’

‘I’m on it, just  _keep shooting_ ,’ the Doctor said, desperately. The insects were falling away from her legs, yes, but new ones came faster than the Doctor could stop them. She wrenched her eyes from the robots for a second to look over to the Doctor, and forgot to breathe; the Doctor was encased in insects up to her waist, a gleaming, shifting mass of waving legs and bodies and tools, climbing slowly upwards. ‘Keep shooting!’ the Doctor yelled, and Bill hastily did.

There didn’t seem to be any less of them. And the Doctor wasn’t going to be able to keep fighting soon. ‘We’ve got to get out of here!’

‘We can’t exactly move right-’ The Doctor broke off with a pained gasp and stumbled, nearly fell, recovered - but she threw an arm out to balance herself, and the sonic screwdriver fell from her hand.

The Doctor tried to grab for it, but it had already vanished into the seething mass of robots. They flowed forwards and upwards, clambering up the Doctor, and Bill raised her umbrella to shoot but couldn’t do anything to help without hitting the Doctor too. And the robots were up to Bill’s own knees. She kept shooting into the onslaught as best she could, knowing it was pointless, knowing there was no longer anything either of them could do to escape - 

And then the robots stopped.

Every single one of them simply froze in place - they were still clinging on to Bill’s legs, but not moving. Was it some kind of trap, or trick - or had the Doctor done something to them? Bill risked letting go of the umbrella with one hand to start pulling them off her legs, shuddering a little as she touched them, and glanced over to the Doctor. She was mostly encased in robots, but she didn’t look hurt. ‘Are you okay?’ Bill asked. ‘What happened? Why did they stop?’

‘I’m fine,’ she said, softly, though she didn’t look at Bill. She was staring at something behind them, and Bill twisted to look just as the Doctor said, ‘You came back.’

Missy stood in the doorway, a smug expression on her face. ‘Good thing I did,’ she said sharply, lifting her skirts and stepping carefully around frozen insects as she made her way over to the Doctor, with only a cursory glance in Bill’s direction. ‘First proper trip out of the TARDIS in this body and you nearly lose it? You’re letting the sisterhood down.’

The Doctor beamed at her despite the insults. ‘Thank you,’ she said, and her voice was the brightest thing in the room. Missy ignored her, instead pulling robots off the Doctor’s clothes and tossing them casually over her shoulder. 

‘So you’re the reason they stopped?’ Bill asked, reaching behind herself to pull away a robot that was clinging to the back of her thigh. ‘What did you do?’

‘I used my great big Time Lord brain, of course, unlike one idiot I could name - they  _stabbed_ you?’ She cut herself off, and for a moment Bill thought Missy was talking to her, before realising that was meant for the Doctor. ‘I’m the only one allowed to do that!’

‘Wait, you’re injured?’ Bill asked. ‘You said you were fine a second ago-’

‘I  _am_ fine! It’s just a scratch, honestly,’ the Doctor said, twisting to look at the back of her own leg. ‘My trousers took the worst of the damage. My poor trousers, I like these trousers. They’re colourful and they have pockets - I don’t suppose I know how to sew?’

‘You don’t,’ Missy said, dismissing the injury and going back to removing robots. Which meant that it probably really wasn’t anything serious. Missy was strange, and apparently evil, but she did care about the Doctor - jokes about stabbing her aside. ‘Where was I - ah, yes, reminding you both how clever I am. Since this whole mess is about telepathically stealing memories, I guessed that the robots were being controlled telepathically too. So I linked into their network and took control of them. Just like you did on the  _Valiant_ , only it took you the better part of a year,’ she added, standing up from pulling the last insects away from the Doctor’s feet and giving her a gleefully smug grin.

‘I’ll have to take your word on that,’ the Doctor said, and pulled Missy into a tight hug.

Bill couldn’t see Missy’s expression, but she’d frozen as still as one of the robots. She looked like a cat that wasn’t really sure what to do with this affection thing, but after a few moments her shoulders loosened, and she brought up one arm to return the hug. It was a weird reaction, given what was written on Missy’s arm - but then, all the stuff on Bill’s own arms suggested that whatever was going on there was complicated at best.

She considered writing down something about what Missy’s symbol meant, but decided not to - Missy would definitely spot it, and wouldn’t appreciate it. Besides, she’d hopefully have all her actual memories back soon.

Missy stepped back from the hug after a few moments. ‘We should move on,’ she said. ‘Controlling all these robots isn’t the easiest thing in the world. It would be absolutely  _terrible_ if my control slipped and poor Bill got a leaf trimmer to the neck.’ She said it with a look of such obviously false concern that Bill felt a prickle of discomfort, the warnings on her arms suddenly seeming a little more real - but then, Missy wasn’t actually letting the robots kill her, was she?

The Doctor didn’t seem worried either, just gave Missy a fondly exasperated look. ‘Stop picking on Bill. Are you okay?’ she added to Bill, kicking inert robots out of the way so she could walk over. ‘They didn’t hurt you, did they?’

She shook her head. ‘Not even a scratch.’

Missy stepped over, reaching out a demanding hand; Bill guessed what she wanted and handed over the umbrella. Even if she wasn’t sure if she could trust Missy, she was glad not to have a deadly weapon in her hand any more. ‘Come along,’ Missy said, twirling the umbrella casually. ‘Holding them all still is giving me a headache, and I am _very_ sick of this basement. Why can’t you take me to nice places, Doctor?’

‘I have no idea, but when I get my memories back I’ll tell you,’ the Doctor sad, looping her arm through Missy’s as the three of them set off past the hordes of silent insects. Bill glanced at them warily as she walked past, but none of them moved so much as a leg.

Time to see what they were guarding.

**Notes for the Chapter:**

> Happy New Year! I am currently at a friend's house, waiting for people to get back from the supermarket with alcohol so we can play a fanfic-writing drinking game we made up. That means I probably won't be replying to comments for a couple of days, as all my awesome readers deserve sober, non-hungover responses <3 Have a fantastic 2018, everyone!


	11. Memory Lane

**Summary for the Chapter:**

> And with that, we're officially nearing the end of this fic - two chapters to go to wrap everything up! Thank you all for reading <3

Bill was expecting another cramped basement room, full of junk and forgotten storage boxes. The room she stepped into was too dark to see properly, but it felt huge, and instead of dust it smelt of fresh concrete. The light from Missy’s umbrella revealed rows of dark slabs in front of them with narrow passages between, like bookshelves in a library.

A soft click from behind them made her jump - thinking of the robots, coming after them - but a second later the room flooded with light, cold and harsh and painfully bright. ‘Sorry,’ the Doctor said, from where she had apparently just found the light switch. ‘Oh, look at that!’

Bill turned back to the room. It was even bigger than she’d expected; it stretched back so far she could hardly see the far end. You could have fit every one of the cramped basement rooms in here a hundred times and still had space for more. And it was completely filled with the black slabs - each one as tall as her and the Doctor put together, and long as the room was wide. Now there was proper light, she could see that they all had tiny, intricate engravings in their surface, just geometric patterns. ‘What are they?’ she asked.

‘Storage,’ Missy said, slouching against the doorframe, watching the Doctor and Bill with sharp eyes.

‘I think we just found the lost memories,’ the Doctor said. She pressed her palm to the nearest slab, very gently. ‘I might have someone’s entire life, right here under my hand. All their birthdays, all their friendships, lessons and homework and breaking the rules...’

‘Makes you want to steal it,’ Missy said. ‘Or destroy it.’

The Doctor turned to give her a hurt look; Bill just glanced down at the warnings on her arm. ‘Of course not! Why would I want to do that?’

‘She wouldn’t actually do it,’ Bill said, though she wasn’t so certain. And now she thought about it, Missy had the only real weapon. And control of all the robots.

‘I would,’ Missy said, firmly, then rolled her eyes and sighed. ‘But I won’t. I suppose. You’re no fun, either of you.’

‘Didn’t realise we were here for fun. Thought we were trying to help people,’ Bill muttered.

‘We can do both. But not... that,’ the Doctor said, waving a hand vaguely in Missy’s direction. ‘So! How do we get the memories out of these things and back into people’s heads?’

Missy wandered over to examine the slabs; and the two of them were quickly murmuring to each other, the Doctor waving her sonic screwdriver over the engravings on the surface. Bill tried to listen, but it quickly went way over her head; the Doctor might have forgotten who she was and everything she’d ever done, but apparently she still knew a load of technobabble words. Bill examined the lines carved in the slabs, in case there was anything she could figure out, but she might as well have tried to read an alien language. 

‘I’m going to look around,’ she told the others. She could at least check for any more of those robots, make sure the room was safe. The two of them weren’t going to be paying much attention to their surroundings, that was for sure.

Bill wandered along the edge of the room, eyeing the slabs as she went. It was weird to think that somewhere in one of these black stones was everything that had ever happened to her, everything she’d ever learnt. The answers to the puzzle that was Missy, and to all the little questions she hadn’t thought to write on her arms, and more importantly, everything that made her who she was. She was pretty sure she was still the same person she’d always been, but how would she know without her memories?

Well. There wasn’t any time to waste wandering around feeling sorry for herself. The Doctor and Missy would probably figure everything out soon enough and she’d have her memories back. Meanwhile, she was going to try and use what she did know, which was... very little, honestly. ‘Someone’s stealing memories,’ she said to herself, thinking out loud. ‘And they built this place to do it. Got to be new, you can still smell the concrete. Huge building job, though - and that means there’s no way they put this together in secret. So… whoever’s behind this has to be part of the university. Someone with enough power to arrange all this.’ 

Something else struck her; whoever was behind this hadn’t been coming in and out of here through that twisty maze of basement. There had to be another access point. And since they were underground, that probably meant a lift or a staircase. Bill looked around; nothing in the room itself reached as high as the ceiling, so any exit had to be behind the walls.

Five minutes searching turned up a doorway set into the wall, almost invisible except for a small square button, which she pressed. There was a loud whirring noise, and the doors opened to reveal a lift. She grinned. ‘Doctor! Missy!’ she called. ‘I found something!’

Bill stuck her foot in the gap to keep it open while the two of them wandered over. ‘Oooh!’ the Doctor said, when she got close enough to see the lift. ‘Where does this go?’

‘No idea,’ Bill said. ‘I didn’t want to get in, thought it might take off without you.’

‘Well, there’s an easy way to find out,’ the Doctor said. The three of them got into the lift, which was a little cramped; it didn’t seem to be meant for more than one person. Bill hit the button to go up; the doors slid closed, and the bottom of her stomach dropped out as they rose.

It was a long way up. They stopped abruptly, and the doors slid open to reveal a much smaller room with black walls patterned like the slabs downstairs. The only thing in the room was a very futuristic-looking chair in the very centre of the space, with an odd metal dome above it. Anyone sitting in the chair would have their head just inside the dome.

‘Some kind of memory transfer device?’ the Doctor asked.

Missy nodded, walking up to the chair to examine it. ‘Unused. All those memories streaming in at once would almost kill a lesser species; they could only use it once without dying. Whoever built it must be waiting to be sure they have all the memories stored.’ she said, and promptly sat down in the chair. ‘Why don’t we, Doctor? We could still give them all back afterwards, it wouldn’t even be _wrong_. Knowledge is power. Don’t you want it?’

‘Don’t we have enough of our own?’ the Doctor asked, raising an eyebrow. ‘Besides, that’s knowledge  _and_ over a billion people’s entire lives. Do you really want all that floating round your head?’

Missy tapped the arms of the chair, considering, then grimaced. ‘You’re right, for once. All those petty pathetic people in my head, no thank you.’ The Doctor offered her a hand and pulled her out of the chair with an amused smile, then started examining the dome.

‘Is this the main control point for the memory collection?’ the Doctor asked, running the sonic screwdriver uncertainly around the rim. ‘If it is, then there has to be some way to reverse it from here...’

She kept on frowning and muttering to herself. Bill leaned against a wall, figuring that while she was waiting she might as well update the notes on her arms again. While she did so, Missy started examining the walls. She ran her hands over them as if searching for something with her fingertips, occasionally tapping on the wall and frowning. ‘What are you doing?’ Bill asked her, once she’d finished writing. ‘Looking for a hidden door or something?’

‘Obviously,’ Missy said. ‘Make yourself useful and start feeling for catches.’

‘I’m the one who found the lift,’ Bill pointed out, but turned round to start prodding at the wall. Not that she had any idea what she was supposed to be feeling for. ‘Besides, wouldn’t you be more useful helping the Doctor with that chair? You’re the only one of us who properly remembers how this kind of thing works.’

Missy gave her a glittering smile, one which made Bill shiver just a little. She leaned in, conspiratorial, and cupped a hand around her mouth to hide her lips as she whispered, ‘I already know how to reverse it. It’s just so much funnier watching the Doctor try.’

‘I  _heard_ that,’ the Doctor said, turning round and crossing her arms. ‘If you can fix it, come and do it already! I’d really like to remember you both, and I’m sure Bill feels the same.’

Right at that moment, Missy must have hit something; part of the wall slid away with a clicking noise. ‘Oh my, look at that!’ she said, and promptly walked out.

Bill glanced at the Doctor. ‘Suspiciously well-timed,’ she said, and the Doctor nodded, gave a helpless kind of shrug, and they followed Missy outside.

The room outside was unsettlingly normal. It was small, with a desk in one corner, bookshelves, a little kitchenette with machines Bill didn’t recognise. There was a wide glass window opposite the hidden door, overlooking an open square, and a narrow archway to their right. ‘Enlynn?’ came a voice from the other room. ‘Is that you?’

Missy frowned, and walked through the archway; ‘You!’ she said, pointing a finger at someone Bill couldn’t see; she and the Doctor hurried out to find Missy confronting a very confused woman with silvery skin, sitting behind her desk with some kind of holographic map open in front of her. ‘Oh, of course it’s you. Why did we even bother investigating? Power corrupts - I should know _that_.’

‘What’s going on? Who is she?’ Bill asked.

‘I’d like to know the same about you,’ the woman said, getting to her feet. ‘What were you doing in my assistant’s room?’

‘We’ve been investigating the memory loss,’ the Doctor said. ‘We found the lost memories stored under this building, followed the main access route, which led us back to you. Which means _you_ should be the one answering questions.’

‘The memories - wait, you found our memories? Where - how - wait, you can’t think I would have anything to do with this!’

‘Maybe. Maybe not. But you’re definitely in the wrong place at the wrong time. And Missy, stop looking smug and tell us who she is.’  
  
Missy laughed and draped herself carelessly over one of the comfy chairs by the desk. ‘Introductions!  _This_ is Chancellor Rellia Dyn. A friend of yours, Doctor - who also happens to be in charge of this university. And  _we_ are the bunch of dashing, clever and incredibly attractive heroes you asked to help save the day, Miss Chancellor.’

‘You realise you just accidentally complimented us, right?’ Bill asked.

‘Dramatic effect. I didn’t  _mean_ it.’

The Chancellor brought up a page of notes and glanced through it. ‘I did speak to you earlier,’ she said. ‘The Doctor, Missy, and Bill, yes? You found the memories? Because that’s the most important thing - are they safe? Can you return them?’

The Doctor opened her mouth to answer, but Missy interrupted. ‘Oh, who cares about all that do-gooder nonsense, let’s talk about you. Why did you do it? Feeling inadequate surrounded by all these young bright students? Planning to sell your knowledge and get rich? I don’t suppose you were imaginative to do anything really interesting with it, like taking over the world - oh, all this accusing stuff is fun, Doctor. is it always like this? Have you been holding out on me?’

‘I’ll tell you when I get my memories back,’ she said, with a pointed look.

‘I may not have my memories, but I know I would _never_ do anything to harm my students, or my faculty - I love this university. If you found some kind of… access route, did you say? I swear I have no knowledge of it.’

‘Well, you wouldn’t,’ the Doctor said, thoughtfully. ‘And you can’t be  _certain_ you’re innocent, either. You don’t remember anything from before this, and you’d hardly have left any incriminating notes lying around.’

‘Well, there’s an easy way to fix that, isn’t there?’ Bill pointed out. ‘Get Missy to return everyone’s memories already.’

*

The four of them filed back into the antechamber, where Missy plucked the sonic screwdriver out of the Doctor’s pocket without asking and set about fiddling with the device. The Chancellor stared at the open doorway and the room that lay beyond. ‘This wasn’t here before,’ she said. ‘At least, I don’t think it was... All this time, the missing memories were only a few feet away from me?’

‘Well, they’re actually stored downstairs,’ Bill said. ‘But yeah, pretty much.’

The Chancellor sat down rather heavily at the desk in the corner and watched Missy work None of them seemed to be particularly talkative. There wasn’t really much worth saying, not when they’d have their memories back soon. Why speculate when in a short while you’d know?

‘Done,’ Missy said suddenly, stepping back from the chair and glancing sidelong at them all - particularly the Doctor. She sounded cheerful, Bill thought, but there was something a wary in the way she was looking at them. ‘Give it just a minute, dearies...’

Seconds ticked by. Bill glanced down at the words on her arms, trying to remember the events she’d scribbled down, but nothing came to her. What if it hadn’t worked? What if-

A blaze of pain stabbed through her head; she winced, putting a hand to her forehead, and  _remembered_. Her mum, the Doctor, Bristol, smiley faces, chips, Heather, space, getting shot...

The horror, the  _terror_ , she’d felt when she’d realised what Razor had done to her.

Her head snapped up. Missy was watching her, head tilted slightly to one side, expression one of slow, thoughtful curiosity. Every inch of Bill’s skin crawled; she needed to  _run_ \- but. But. She also remembered Razor making her tea when she was sick, rubbing her back as she threw up. Joking about the Doctor’s eyebrows. Dragging her out of bed on the days she felt like giving up. Razor had been the only reason she’d made it through those years, and then he’d betrayed her in the worst possible way, and there was Missy, who insulted her at every turn but had still, actually, done her best to help them both even though she could have manipulated them into anything.

What was she supposed to think? She felt sick. How could all of that be true at once?

Bill dragged her eyes away from Missy’s, stepping back to lean against the wall by the window, trying to focus on something outside her head. She could hear something, a sort of roaring, coming from the plaza outside. Glancing out of the window, she saw people running out of buildings, crowding into the plaza. It was their cheering she could hear, she realised, their laughter. Celebrating the return of their memories.

On the other side of the room, the Chancellor was slumped over, face in her hands. The Doctor was still grimacing, hand pressed to her forehead like she was trying to keep her brain in - well, Bill supposed, she did have a lot more memories to get back than the rest of them. After a few more seconds, though, she straightened up, blinking as she looked around the room - then her eyes settled on Missy, and she lit up like a firework.

‘You were amazing!’ she said, half-laughing, throwing her arms round Missy and hugging her so hard she almost pulled Missy off her feet. Bill glanced away, pressing her palms flat against the wall then curling them up. She looked back over in time to see Missy carefully settling her arms around the Doctor’s back.

‘I thought you’d be upset,’ she said, voice oddly quiet. ‘I left you to die. With the robots.’

‘Oh, Missy, no - you came back, after all, you saved us in the end. You were just scared. Scared is okay. How many things have I run away from because I was scared?’

She said that in an odd tone of voice, and Bill could sense it was one of those comments that had centuries of history behind it, and... no, she wasn’t ready to deal with any of this.

She looked over to the Chancellor instead. Ryllia was still sat in her chair, head bowed and staring at her hands; she’d gone ashy-pale and didn’t seem aware of anything that was going on with the Doctor and Missy. Bill stepped over to her, crouching down. ‘What happened?’ she asked.

The Chancellor looked up and blinked a few times, then opened her mouth to say something and closed it again. What on earth had she remembered? ‘I need to call campus security,’ she said, and turned to the desk to bring up the holographic interface. In a few moments, there was an image of a green lizard-like person floating there. 

‘Chancellor Dyn! The memories, they’ve returned - is it the same for you? All reports so far-’

‘Yes, it’s the same. Listen, this is urgent. I need you to arrest my assistant Enlynn, as soon as she’s found. She was in the office fifteen minutes ago, I don’t know where she went. Bring her here immediately.’

‘Enlynn? But… why?’

‘It’s a long story. Oh, and - I imagine the celebrations will go on all night. We’ll need extra security to make sure everyone gets home safe - I leave the details in your hands.’

The security officer looked like there was a lot he wanted to ask, but all he said was, ‘Of course, Chancellor,’ before ending the call.

‘So, what - your assistant did this?’ Bill guessed. The Chancellor didn’t seem to hear her, still staring at where the hologram had been.

The Doctor stepped forwards. ‘Rellia,’ she said. It was only one word, but there was something compelling in her tone that made the Chancellor blink and look up at her. Even the Doctor’s expression was set somewhere between compassion and command, and in that moment she looked very alien and very old. ‘Tell me what happened, Rellia.’

The Chancellor took a sharp, shaking breath. ‘Enlynn was behind the whole thing. But I allowed her to. Ancestors forgive me - I allowed her to.’

‘Why?’ asked Missy, taking a few steps forward to stand at the Doctor’s side. ‘Oooh, let me guess. Money? Power? Knowledge? Though I suppose they’re all the same thing, aren’t they?’

Rellia shook her head. ‘I didn’t - no, it wasn’t like that. Enlynn’s father, he was going to frame me for abuse of a student, I didn’t have a...’ She trailed off, shook her head. ‘No. I did have a choice. And I made the wrong one. I didn’t realise - I thought it would be a week of disruption and then everything would go back to normal, I didn’t think of what it would do to people, losing everything like that. I didn’t  _want_ to think.’

So she’d let everyone lose their memories just to save her own skin. Okay, she might have been in a bad situation, but Bill wasn’t feeling very sympathetic. ‘Why would he threaten to frame you?’ she asked.

‘He’s the CEO of Lakinya Corporation. One of our biggest income sources - they pay us a lot of money in consulting fees and research. With his daughter having the collective knowledge of the University, for free... They’d do a lot worse than blackmail to save a little more money. I should have said no and accepted the consequences. I’m sorry. I’m just... I’m sorry.’

‘We’re not the people you need to apologise to,’ said the Doctor.

‘Speak for yourself,’ Missy said. ‘Her assistant nearly got us killed: _I’d_  like an apology. Well, actually, what I’d really like is to kill them both in slow and horrible ways, but I suspect you’d get all pouty.’

Before the Doctor could say anything, there was a commotion from the hallway outside, followed by a knock on the door. Rellia got to her feet and went out into the main office to answer it, and Bill and the others followed in time to see a red-faced Enlynn being escorted into the room, hands cuffed behind her back.

‘We found her on the south lawn,’ said one of the escorting security guards. ‘She was controlling the garden maintenance bots using some kind of telepathic headset, but the rest of the security team took care of it.’

‘Thank you, gentlemen,’ Rellia said. ‘You can leave her with me. And call the police.’

The security guards looked very curious, but didn’t question the Chancellor, and left to do as asked.

Enlynn stood in the middle of the room, flushed and glaring like she was trying to kill them all with a look. ‘You’ve ruined everything,’ she spat, struggling with the handcuffs. ‘I only needed one more day! And you’re not turning me in to the police, I won’t - I’m not going to prison for this, my father will get me out, you’ll see!’

‘Not even your father’s lawyers will be able to get you out of this,’ Rellia said, quiet but firm. ‘Not with my testimony and records.’

‘Then you’ll go to prison right along with me, you cow!’ Enlynn paused, expression shifting slowly to something more calculating. ‘But neither of us _has_ to go. If we both lie, come up with a cover story - my father will stand behind it, he’ll cover for us both.’

Rellia was already shaking her head. ‘No, Enlynn. Time for us both to face the consequences of our actions, I think.’ Enlynn stared at her in utter disbelief, turning red again, and started to scream - exactly like an overgrown toddler, Bill though. Rellia turned to give the Doctor a wan smile. ‘My apologies. It looks like you’ll have to talk to one of the vice-chancellors about enrolling your friend.’

‘No apologies necessary,’ the Doctor said. She’d softened again, that unsettling alien look gone from her expression.

‘The police should be here soon,’ Rellia said, ignoring Enlynn’s wailing completely. ‘Will you stay? I imagine they’d appreciate your statements as evidence.’

‘Oh, do I have to?’ the Doctor said, looking horrified. Rellia shook her head. ‘Thank goodness. We’ll just slip away before they get here. I... well. I guess this is goodbye, then.’

‘Goodbye, Doctor,’ Rellia said. ‘And thank you. For stopping my mistake having even graver consequences.’ She took the Doctor’s hand and shook it, while Enlynn started to sob. 

They headed back out into the crowded plaza. The whole space was crammed to the brim with students, lecturers and staff; all around, Bill could see people hugging and laughing, shouting out to newly-remembered friends in the crowd. Music was playing from somewhere, and there were already drinks being passed around. Everywhere was relief, and joy, and celebration.

And she’d helped bring that about. It always gave her a kind of glow in her chest, bright and proud and happy, something that would never get old - although she wouldn’t be feeling it as much, she remembered, not if she was leaving the Doctor. Even if she went travelling with Heather, she didn’t think they’d get mixed up in anywhere near as much adventure.

The Doctor was beaming as the three of them started to slip through the crowd; Missy just looked as if she’d like to incinerate a path. ‘I’m surprised you didn’t stay,’ Missy remarked.

‘You know I hate the aftermath. It’s all...’ Her nose wrinkled as she felt about for the right word. ‘Paperwork.’

‘You don’t know she’ll turn herself in. She could be telling them anything in there.’

‘I do know. I  _trust_ her,’ the Doctor said, slipping her hand into Missy’s - and taking Bill’s hand, too, with her free one. It made getting through the crowd a good deal more difficult, but Bill squeezed back anyway. 

Missy muttered something with the word hope in it and elbowed someone out of the way, but the Doctor had turned her attention to Bill. ‘So! We’ll jump forward and get you signed up for the next academic year, easy-peasy. Assuming you still want to go here, of course. If it’s put you off, there’s plenty of other universities...’

Bill looked around at the noisy crowd. Memory-stealing assistants aside, it felt like a good place to be. She might go and study on another bit of the planet, and she didn’t think she’d ever really be comfortable with those insect robots, but she wanted it. God, how long had it been since she’d been stuck serving chips in the cafeteria, eavesdropping on students talking about their lectures and picking the ones she wanted to sneak in to? It felt like a whole different lifetime. It also felt like yesterday, because she felt exactly the same excitement now.

She opened her mouth to say yes, but something held her back. She glanced towards the Doctor, and noticed Missy on her other side, watching with a very intent expression that made Bill shiver a little. Well, she didn’t care what Missy thought - even if she could still imagine the advice Razor would have given her.

‘Bill?’ the Doctor asked, looking concerned. 

Oh, yeah, she’d been quiet way too long, hadn’t she? ‘Sorry,’ she said. ‘I was just... can I take some time to think about it?’

‘Of course,’ the Doctor said. ‘We live in a time machine. You can take all the time you need.’


	12. Cream Tea

The first thing they all wanted was a shower and a change of clothes. Bill and Missy were still covered in dust and dirt from the basement, and the Doctor was in an even worse state after being dragged underground. Fortunately the TARDIS had a lot of bathrooms, so they didn’t have to take it in turns.

‘I’m gonna go for a nap when I’ve showered, I think,’ Bill told the Doctor before they split up. It was a bit of a white lie - there was no way she could sleep right now - but she needed some time by herself to think, and the Doctor wouldn’t come looking for her if she thought Bill was asleep. She showered and dressed, and went looking for the bedroom she’d slept in the night before - but before she could find it, she came across an archway and a flight of stairs that led to a sort of indoor garden.

A low-growing plant carpeted the floor, covered in the tiniest white flowers she’d ever seen, and an elegant fountain bubbled away in the middle. A riot of mismatched plants in unusual pots - Bill could have sworn one of them was some kind of armoured boot - dotted the edges. The walls were plain white, but the air somehow tasted like actual outdoor air.

It seemed like a good place to sit and think; exactly what she wanted. She flopped down beside the fountain, the plant on the floor giving off a lavender smell as she sat on it. There didn’t seem to be any benches, but the ground was comfortable enough, and the fountain’s edge was the perfect height to lean on. The water was too agitated to show her reflection, but she sat and watched the ripples while she sorted through options. 

She didn’t want to study somewhere different, she decided; she liked the University. And besides, she felt protective of the place now. It wasn’t likely anything would go wrong again, but if it did, she’d be there. Bill let herself imagine it, lectures and essays and seminars and friends and a future, and it felt good. Although would be kind of weird, studying without the Doctor. Just being a normal student, with normal tutors who taught normal lectures, not going off on fascinating tangents about whatever they felt like - and not taking her on adventures through time and space. But she’d have the chance to learn so much - learn about things they couldn’t even imagine in Bristol. Probably that would be the hardest decision ahead of her, actually - picking what to study. Perhaps-

A face stared up at her from the fountain.

She shrieked, and a moment later Heather was there beside her, laughing through her apologies. ‘Sorry! I just couldn’t resist, you were _right there_ -’

Bill punched her in the shoulder - though not too hard. It had been pretty funny. ‘You frightened the life out of me!’

‘The look on your face was amazing,’ Heather said, leaning in to press a kiss to Bill’s cheek. ‘So since you’re back in the TARDIS, everything’s fixed, right?’

Bill nodded. ‘Everyone’s memories are back, no harm done, and we found out who was behind it too. And you’re not going to lose your memory or anything.’

‘Go on, then,’ Heather said, after a moment’s pause like she was expecting Bill to say something else. ‘What happened? How did you solve it?’

‘You want the whole story?’ she asked; Heather nodded. ‘Well, I guess I should start at the beginning, then? Which would probably be when we landed...’

It was nice to have a distraction. Telling the story meant she didn’t have to think about leaving or studying or Missy or anything like that. Heather was a good audience - the looks of admiration whenever Bill recounted something impressive she’d done were really nice. And it helped to lay everything out like that, get everything that had happened straight in her head. She’d spent so much of it not really knowing what was going on; the retelling helped to piece it all together.

She finished up with the explanation of how they got their memories back, and finding out that the Chancellor and her assistant were responsible. ‘And then we came back here,’ she said. ‘The Doctor said she’d take me forward a year or so to enrol - or we could go somewhere else, but I don’t think I want to.’

‘You’re definitely staying then?’ Heather asked, and she was smiling, although there was something a little stiff about it. Bill knew why. She’d loved travelling with Heather, apart from the whole not being human and having her head messed around with thing. And while she’d already decided what she wanted to do, actually opening her mouth to say that was harder than she’d thought. Because she did want to travel. Just her and Heather, and all of time and space.

‘You could enrol with me, study too,’ Bill said, but she knew it wasn’t what either of them actually wanted even as she said it.

Heather shook her head. ‘I couldn’t. I hated it in Bristol, I needed to keep travelling even then, and this -’ she splashed the water in the fountain ‘-only made me need it more. But we won’t be the first couple to do long distance. And we do have some unique advantages. No five hour train journeys to see each other, just-’ She snapped her fingers.

‘Yeah,’ Bill said, but... it still wasn’t what she wanted. It wasn’t just spending time with Heather that she’d miss; it was the travelling, too. ‘We could go on some trips round the university - maybe there’s other planets nearby too? I don’t know.’

‘That’d be great.’

‘Or... You could make me like you for just long enough to travel somewhere, couldn’t you? Then turn me back human again - like when we went back to the Cyberman ship. You could pick me up from uni at weekends and we could go  _anywhere_.’

Heather didn’t look as pleased by the idea as Bill was expecting. ‘You were really upset by it when I did that before,’ she said, giving Bill’s hand a gentle squeeze. ‘Are you sure you’d be okay with me changing you just to go travelling? I already messed up seriously once, I don’t want to risk it again...’

Bill thought about it - really thought about it, since Heather was right. It had horrified her before; why did it seem so much less frightening now? Maybe because she’d already let Heather change her once, and it’d been okay then? That didn’t feel right, though. She’d felt just as scared of this after Missy woke up, when she was first deciding what to do. Either it was just time, or something to do with what had happened at the university. 

‘Well... I lost all my memories,’ Bill said, trying to talk her way through it. ‘Everything that made me who I was. And I was terrified of that, yeah? The only thing that got me out there was thinking the Doctor was in terrible danger.’ Which she clearly hadn’t been. What had been the point of that phone call from Missy, then?

‘So does being less human for a minute just… not scare you as much after that?’

‘Sort of. It’s more like... That happened, and I was still me. I still thought the same and acted the same and felt the same. It was horrible, but it didn’t change who I was. And neither did being like you. Or even being a Cyberman. I still don’t want to stop being human for good, I like being human, but... switching for just long enough to travel somewhere isn’t going to change _me_. Does that even make sense?’

‘Yeah,’ Heather said, with a bright smile. ‘It does. Though if you change your mind, tell me, okay? I don’t want to mess up again.’

‘I will,’ Bill promised.

‘So. That’s the plan? You study at the university, I play long-distance girlfriend and pick you up at weekends for exciting adventures?’

Bill nodded. ‘If you’re okay with that?’

‘More than okay.’

*

Saying goodbye to Heather was hard, even if Bill knew they’d be seeing each other again soon. This was the first chance they’d had to just _talk_ since everything went nuts, and they kept dragging it out, finding new things to say. But Bill needed to go tell the Doctor what she’d decided to do, so she eventually forced herself to say goodbye and watched Heather vanish back into the fountain.

And then she got lost.

Several wrong turnings later, just as she was wondering whether to try that keep-your-right-hand-on-the-wall trick that was supposed to get you out of mazes, she heard whistling. The tune was even vaguely familiar, although she couldn’t have put a name to it. She couldn’t tell who it was, though, and there were only two other people on the ship right now. If it was Missy... well, she’d just have to ask for directions and hope. Maybe saying she was leaving would make Missy more cooperative.

There was a door ajar halfway down the corridor, and Bill peered cautiously into the room beyond. Her heart sank; it _was_ Missy.

The room inside was familiar - it was the 1950s kitchen she’d found right after the Doctor regenerated. Missy was leaning back in her chair with her feet up on the formica dining table. She had what looked like a full cream tea spread out - a whole tiered cake stand full of scones, large pots of clotted cream and jam, and a fancy silver tea service. The table was set for two - was she waiting for the Doctor?

Missy had spotted her. ‘Took you long enough,’ she said, sitting properly in the chair and reaching for the teapot. She gestured to the other chair. ‘Sit.’

Took her long enough? Had Missy been _expecting_ her somehow? ‘What, are you trying to poison me or something?’

‘Don’t be daft, if I wanted you dead I’d have let the robots get you.’ She poured the tea, first into her own cup, then into the other one - which was presumably supposed to be Bill’s. ‘Do help yourself to milk and sugar.’

‘Yeah, no - I’m looking for the Doctor. I just want to get dropped off at the university again and leave.’ Could Missy have... messed with the TARDIS somehow, to lure her here? Or maybe she was just being paranoid. That did sound pretty paranoid. On the other hand, this was Missy she was talking about.

Missy actually pouted. ‘But I got this lovely cream tea specially set up for us,’ she said. ‘I brewed the tea  _myself_. It’s Darjeeling. At least I think it is, the Doctor’s labelling system is non-existent. It might be arsenic. Nope,’ she said, sipping the tea, ‘Darjeeling.’

‘Why would you...’ She gestured to the entire spread. ‘Why would you think I’d want to sit and eat scones with you?’

‘Well, originally I was going to pin you down for a straightforward little chat, but the Doctor suggested adding the cream tea. Said it’d be friendlier. I suspect she was hoping we’d get distracted from any dangerous conversations by arguing over how to pronounce “scone”,’ she said, dragging the word out with the poshest long o Bill had ever heard.

‘Yeah, not like that,’ Bill muttered.

If she had any sense, she’d turn around and take her chance with the TARDIS maze. But something held her in the doorway, pushing her forward. She knew exactly what it was: curiosity. The Doctor had once told Bill that most people frowned when they came across something they didn’t understand, but she smiled. She liked mysteries; she needed answers. And there was a lot she didn’t understand about Missy.

She sat down. Missy smiled brightly and started dropping lumps of sugar into her teacup. Bill frowned at the scones, but they looked okay, and they smelt fantastic, so she took one - from the far side of the cake stand, closest to Missy, just in case. Missy grinned at her, took a scone for herself, and started spreading jam on it.

‘If you wanted a “little chat”, you’re going to have to actually say something,’ Bill said, when she got tired of the silence.

‘Whatever happened to small talk?’ Missy asked. ‘Terrible vortex conditions we’re having lately, aren’t we?’ Bill frowned at her, refusing to play that game, She was here to satisfy her curiosity, nothing more. And she was keeping very firmly in mind the fact that curiosity killed the cat. ‘Oh, very well, if you want to be dull. It has been brought to my attention that I should probably apologise for that whole incident with turning you into a Cyberman.’

‘Seriously?’ Bill asked. She couldn’t imagine Missy apologising for anything. She could definitely imagine the Doctor trying to make her, but this? What was she supposed to do with an apology, anyway? Saying sorry was for things like using your favourite jumper to smother a fire - which Razor had done, three years ago, and why had she thought of that as her first example? She didn’t want to think about him ever again. ‘Go on then,’ she said, pushing the memories out of her head. She didn’t have to accept the apology, after all.

‘I...’ Missy began, drawing the vowel out, wrinkling her nose as if even saying that much disgusted her. ‘Oh, honestly, can I not and say I did? I hate apologies. They’re always so... insincere.’

Bill laughed, short and bitter. ‘Yeah, I didn’t know why I expected anything else. You don’t even regret it, do you?’ She could have punched Missy, right then, right in her bland, bored face. Instead, what burst out of her was, ‘ _Why_?’

She needed to know. She hadn’t realised how much she needed to know until she said it. Missy just looked at her, absently licking jam off her fingers. ‘Why what?’

‘Why did you do it, why did you betray me like that - if you aren’t going to apologise you can at least explain, you owe me that much.’

‘Isn’t it obvious?’ Missy asked, holding out the jam for Bill to take. Bill just stared at her until she put it down on the table with a sigh, and reached for the cream. ‘Thought you were cleverer than that. I did it to upset the Doctor, of course. Nearly losing you to that injury, only to get downstairs a few minutes and several years later to find you’d been turned into a Cyberman? _Master_ ful, if I do say so myself,’ she said, with a wink.

‘No. That’s not a good enough answer,’ Bill said. ‘We lived together for ten years. I thought we were friends - was all of that fake? Were you laughing at me the whole time?’

‘Of course not,’ Missy said, eyes widening as of she were actually surprised by the accusation. ‘I might love playing a role, but even I couldn’t  _pretend_ to like someone for a full decade. I’d have got fed up a couple of years in and dumped your body out an airlock.’

‘That doesn’t make sense. You can’t be actually genuinely friends with someone for years and then betray them like that.’

‘Oh, yes you can,’ Missy said, spreading her scone with a thick layer of cream. ‘I can, anyway, although the Doctor does insist that’s not normal. Still, look at the two of us. The Doctor’s my BFF, and I’ve done  _so_ many things to them that were far worse than a harmless bit of cyber conversion.’

She said it so casually, like it meant nothing, like she wasn’t talking about... What had Missy done? The Doctor had never gone into detail. Missy probably would, if she asked, but Bill wasn’t sure she wanted to know. ‘You’re sick,’ she said. ‘You’re... seriously messed up in the head. Wait - when I was in the TARDIS and you called me on the phone, when you were threatening the Doctor - that was real?’ She couldn’t let the Doctor run about the universe with someone who’d turn against her on a whim. She had to warn her - if she didn’t already know.

Missy rolled her eyes, and took a bite of a scone that was, by this point, mostly cream. ‘Of course not, don’t be melodramatic.’ Pot, kettle, black. ‘I just said that to get you to join us.’

‘You tricked me out of the TARDIS?’ Knowing she’d lose her memory, knowing how frightened she was of that - Bill didn’t know why she was surprised. ‘Why? Why did you want me there?’

‘Well, you were never going to change your mind about travelling with the Doctor if you just hid in the TARDIS like a wimpy toddler.’

‘So you were doing it to manipulate me,’ Bill said, shaking her head. ‘Wait - you want me to keep travelling with the Doctor?’

‘Questions, questions, questions. I didn’t expect some kind of Spanish Inquisition,’ Missy said, and paused for several long seconds before scowling. ‘You’re supposed to say “No one expects the Spanish Inquisition!” It’s a joke. Monty Python? You do know them, right? Lovely people. Mind you, so were the Inquisitors…’

‘Yeah, I know Monty Python,’ Bill said. ‘Just answer the question.’

‘It is a truth universally acknowledged that a regeneration of the Doctor in possession of a TARDIS must be in want of a silly little human to show off to,’ Missy said. Bill wasn’t even going to comment on her apparently knowing Austen as well. ‘And as I said, I do actually like you, for some reason. If you leave, she’ll wind up adopting some other little stray who’ll probably be unbearably dull.’

‘Yeah, well, if you wanted me to stay you shouldn’t have turned me into a Cyberman.’

‘Oh, come on, I did that decades before I even thought travelling with the Doctor was a  _possibility_ ,’ Missy said. ‘What if you barely even had to see me at all? You could go to your little university and play at being a student, and the Doctor could drop by once in a while and pick you up for an adventure. I’ll stay in the TARDIS out of your way, if you insist. I’ll probably be gagging for a break from all the heroics,’ she said, pronouncing it like a dirty word. ‘You’d only see me if the two of you ran into something serious and needed help getting out of it, and we did just fine together at the University, didn’t we?’

It wasn’t actually the worst plan Bill had ever heard. Especially if she didn’t have to see Missy except for in extreme circumstances. She still got to study, and travel with Heather - two lots of extracurricular adventures and a degree might be a bit much to juggle, but that was what time travel was for, right? Getting you back to the exact moment you left, or as close as you could manage, so you still had time to proofread that essay that was due in the next day.

She was thinking about it like she’d already agreed to it. And Missy was watching her like she knew what Bill was thinking; to cover the silence, she cut open her neglected scone and started spreading jam and cream on it. She’d get to spend more time with the Doctor, too - and to keep an eye on her. Make sure this whole thing with Missy wasn’t hurting her, make sure she wasn’t betrayed like Bill herself had been.

But. That all relied on trusting Missy enough to keep her word about this arrangement. Trusting that she wasn’t suggesting this so she could manipulate Bill into something else, later. Missy had her own agenda, she was sure; she just couldn’t guess at what it was. 

‘Why are you doing this?’ Bill asked. ‘Not asking me along. All of this. Why do you want to turn good and run around with the Doctor? It’s not because you’ve had a sudden change of heart.’

Missy wrinkled her nose. ‘Of course not, don’t be disgusting. Isn’t it obvious?’ Bill just gave her a look, and Missy sighed. ‘Bill, Bill, Bill, you’re supposed to be the  _smart_ one. You’re supposed to figure these things out! Maybe I should kill you and go find another one, the Doctor probably wouldn’t even notice.’

‘Or you could just answer the question. What do you want?’

‘I want the Doctor, of course. I’m tired - you cannot believe how fantastically  _tired_ I am of always fighting and getting my plans foiled and trying to kill her. I mean it was fun for several centuries but now, ugh. I’m so over that. I want my  _friend_ back,’ she said her exaggerated melodrama shifting in a second to something sharper, more real. ‘If I have to play along with her silly notions of ethics to get that, fine.’

‘So you don’t actually care about the people you’ve hurt or want to stop being evil,’ Bill said. ‘Yeah, that’s not going to last.’

‘Of course not. Nothing lasts,’ Missy said. ‘Everything dies eventually - except for me, I fully intend to live forever. But sooner or later I’ll get bored, or do something the Doctor can’t condone, and bye-bye friendship!’ She waved cheerfully.

Bill shook her head. ‘You don’t even care about that, do you - and if you don’t care about it ending, what’s stopping you from changing your mind on a whim and deciding it’d be really funny to kill me? Do you even feel guilty about any of what you did?’

‘Of course I do,’ she said, with the most insincere smile Bill had ever seen on anyone. Which meant she was deliberately being insincere, because Missy was a pretty good liar. She’d managed to keep Bill fooled for years while playing Razor, after all.

‘You turned me into a monster,’ Bill started, hands curling into fists. Missy just sipped her tea, eyes locked on hers. ‘You made me into a thing, all... metal body and blowing things up if I got annoyed, you tried to mess with my mind - the only reason I didn’t end up like one of those things, all emotionless and evil, was  _luck_! You took me and used me because you felt like it, because it’d be so funny to see the Doctor’s face, don’t you understand - why am I even arguing, you’ll never understand.’

Missy set her teacup down, the china chiming a little too hard on its saucer. ‘Of course I do,’ she said. ‘Did the Doctor ever tell you why I’m a monster?’ She hadn’t, but Missy didn’t give her time to say that before carrying on. ‘Because when I was just a wee child, an even bigger monster than me needed an escape route. Forget the details, we’d be here all year. He put a telepathic link in my head.’ She started tapping her fingers on the table, a regular beat - she didn’t even seem to realise she was doing it. ‘A link to the most horrific and bloody war that ever has or ever will happen, one that makes all your trivial little conflicts look like toddlers at play. In my head, constantly, in the background hum of my every thought.’

‘And having that in your head, that’s what made you turn out like this?’ She was sceptical, although it would explain why the Doctor insisted Missy had been so different when they were young.

‘It’s not an excuse,’ she said. ‘I don’t need one. I like being who I am - don’t _ever_ make the mistake of thinking of me as some kind of victim,’ she said, chin raised, eyes flashing. She seemed to notice her fingers tapping the drumbeat, and glared at them before lacing her fingers together on the table. ‘But yes, I do know what it’s like to have someone recreate you according to their own whims. And... huh,’ she said, sitting back in her chair and frowning. ‘Perhaps I  _do_ have an itty bitty bit of remorse, after all. Ugh. I blame the Doctor.’

It could be a lie. Missy was a mess of contradictions and things that didn’t make sense, but one thing Bill was sure of was that she was a good liar. But she also thought that this was true. She couldn’t have said why she thought so - which was going to drive her nuts - but some instinct, or some tell she’d picked up on subconsciously, or  _something_ , made Bill think it was real.

‘Doesn’t mean you won’t do it again, though. Once you get bored travelling with the Doctor.’ 

Missy smiled at her and poured herself another cup of tea. ‘Maybe, maybe not. No one ever said travelling with the Doctor was risk-free. Is that everything you wanted to know?’

‘Yeah, actually,’ Bill said, realising it was true. She still didn’t  _understand_ Missy - she didn’t think anyone understood her, except maybe the Doctor - but she’d got as much of an answer as she was going to get to her questions. And if she didn’t have any more questions, there was no reason to stay, was there? ‘And now I’m gonna go find the Doctor.’

Missy pouted as Bill stood up from the table. ‘But we haven’t finished our cream tea!’

‘Yeah, but we’re done talking about the important stuff, and I don’t really want to make small talk with a psychopath.’ She did snag her scone off the plate, though.

‘Does that mean you’re not staying?’ Missy called after her, as she headed to the door.

‘Maybe.’ Bill stepped out into the corridor and closed the door behind her. She might stay. She might not. Deciding wasn’t going to be easy - but she had until she found the console room to run it through her head, and with the size of the TARDIS, that should be plenty of time.

**Notes for the Chapter:**

> Since I'm not sure if cream teas are a thing outside the UK: a cream tea consists of scones with clotted cream and jam, and tea. It's typically a slightly formal thing. And we will argue a lot over the correct pronunciation of "scone", as well as whether the jam or the cream should be put on first. It's serious business. Missy would be delighted. Anyway - thank you all so much for reading!


	13. Happy Endings

Bill managed to find the way to the console room before she’d even finished half her scone. Which made her even more suspicious that Missy had been doing something to get her lost. Why else would she suddenly be able to find her way now?

Fortunately the Doctor was there, standing by the console and fiddling with the controls. She looked up at the sound of footsteps. ‘Bill! Give me your opinion: should I redecorate or leave the old girl as she is?’

‘Redecorate what - the console room?’ Bill asked, glancing around. ‘Might be a bit of a pain. I mean, you can’t exactly get a decorator in to sort it out. And I can’t picture Missy up a stepladder with a paint roller.’

‘Oh, we wouldn’t have to bother with all that. The TARDIS is even more flexible on appearances than I am. It just feels so... _dramatic_ in here. I was thinking of something brighter.’

Maybe this room was a bit last-regeneration, Bill thought. It had suited her grumpy tutor perfectly, though - she could still picture his face smiling at her across the console. He’d belonged here, but this new Doctor didn’t quite fit. Something tugged at the bottom of her stomach, an empty place she’d been ignoring. It was silly to miss the Doctor when she was right here, but there it was. He wasn’t gone, exactly, just changed, and of course she liked the new Doctor too - but she was only human; of course she was going to miss how her friend used to be. She’d get used to it; she had plenty of time.

‘I like it how it is,’ she said. ‘But it’s your TARDIS. You should change it, if you want to. And you could really use more light in here, some brighter colours - maybe some mirrors?’

‘Light and mirrors. Hmm, I think I like that idea,’ she said, turning in a slow circle to survey the space before looking back at Bill, nodding at the scone in her hand. ‘So, you talked to Missy?’

‘Yeah,’ Bill said, wandering closer to the console and taking up a spot on one of the impractical chairs.

‘Well? What did she want to say?’

‘You don’t know?’

The Doctor shrugged. ‘She didn’t say anything to me except that she wanted to talk to you and had some kind of suggestion to make. She wouldn’t tell me anything more than that. I did give her a lecture about not forcing you to listen if you didn’t want to, and about apologising and being polite - and I suggested snacks. Everything goes better with food, and Missy does like tea parties. Well?’ She wandered round to stand in front of Bill, leaning back against the console.

‘It’s not that big of a deal,’ Bill said, nibbling at the rest of her scone. ‘She... well. She asked me to stay. Or to stay part-time. Keep going to uni and come adventuring with you at weekends while she stayed in the TARDIS.’

The Doctor opened her mouth, made a very weird expression, then closed it again. ‘She asked you to  _stay_?’ she echoed. ‘But... Did she say why?’

‘She seemed to think it’d stop you picking up another human she might not like.’

‘Ohhh,’ the Doctor said. ‘That makes more sense. She does seem fond of you. I mean, I doubt it’d stop me if I  _really_ wanted to invite someone along,  but I see her logic. Although she could just ask me not to invite people without her approval. This is her home too, now. I suppose that’s a bit too straightforward for her.’

‘You actually think she’s fond of me? After everything she’s done?’

‘She’s Missy, the Doctor said, as if that explained everything. ‘So,’ she added, locking her fingers together in front of her. ‘What did you say?’

The Doctor tried to make it sound casual, but Bill could tell exactly how eager she was for the answer. ‘Nothing, yet,’ she said, and watched the Doctor deflate a little. ‘I mean, there’s a really good reason I wanted to leave in the first place, yeah?’ She finished off her scone, to give herself chance to think. ‘It’s not like I want to leave. I love this, the travelling and the adventure and saving people, but... First time I stepped in the TARDIS, you told me I’d always be safe in here, right?’

‘Right.’

‘And I don’t know if I am or not, with Missy in here. I’m pretty sure she’s not going to hurt me as long as she’s still trying to be friends with you, but...’ She paused. She knew how excited the Doctor was over having Missy there, and this next bit would probably upset her, but she needed to know. ‘That’s not going to last forever. I know you probably want to think it’s going to, but it’s not. Missy said herself that it wouldn’t.’

‘I know,’ the Doctor said, dipping her head for a moment so that her blond hair fell into her eyes. ‘Did you think I didn’t know that?’

‘Well, yeah.’

‘I’m a bit of an optimist this time round - but I also know Missy too well for that. She wants this now, I know she does, but… eventually she’s going to decide it’s not worth it any more. It might take centuries for her to change her mind, but she will. Nothing lasts forever - not for a Time Lord, at least. We live too long.’

‘And you’re okay with that? Knowing that she’s going to turn against you?’

The Doctor shrugged. ‘I can accept her offer of friendship, and maybe it’ll last for a few hundred years before we go back to being enemies. Or I can reject it, and we go back to being enemies straight away. I’d rather have those years of friendship, even if it’ll hurt when they’re over. I’d take five minutes of her friendship, if that was all I could get.’

‘I guess that makes sense,’ Bill said. ‘It’s kind of sad, though…’

‘Nonsense! You’re going to study at this University - well, that’s going to end eventually, right? That doesn’t mean you’re not going to enjoy it while it lasts. And besides - maybe we’re both wrong. Maybe me and Missy, together - maybe it’s going to last, and last, and last, and never end.’

Maybe it would, but Bill doubted it. And her study probably wasn’t going to end in betrayal - but she didn’t point that out. The Doctor was happy; that was what mattered. ‘Yeah, I guess you’re right.’

‘Usually,’ the Doctor said cheerfully, before sobering. ‘Listen. Bill. if you decide you still want this, if you want me to come pick you up for adventures at the weekend between studying - I’d love that, I really would. And I promise that if I have even the slightest doubt about Missy, I won’t bring her anywhere near you. I’ll stay away until I’m sure. Like I said, I may be an optimist, but I _know_ Missy - I’ve known her for so long, best enemies and terrible friends. I  _will_ see the signs.’

That... was actually really reassuring. Was there any reason to say no, if she had that promise? She couldn’t think of one - but she didn’t want to leap into saying yes straight away. There was something else she wanted to ask, something the Doctor’s phrasing had put into her head, and it’d give her a bit of delaying time to think ‘You know how she wrote stuff on her arms so she didn’t forget? And she wrote something about you in one of those circular symbols?’

The Doctor didn’t seem surprised by the sudden change in topic. ‘Gallifreyan writing. Yes?’

‘Well, it sort of got translated for me. Like, still the same symbol, but made up of lots of words in English?’ 

The Doctor actually turned slightly pink, and threw a glare over her shoulder at the TARDIS console. ‘She must have decided to translate it for you. Don’t let Missy know you saw that.’

‘I won’t. Wait - the TARDIS decided to translate it? She can do that?’

‘Of course. She doesn’t with most Gallifreyan - a lot of it’s there for decoration more than anything, and some of the rest’s private. Including that one - especially that one. I guess she decided you should see it anyway. What exactly did she translate it as?’

‘Stuff like… best friends. Soulmates. Mine,’ Bill said - the Doctor’s mouth actually quirked a little in amusement at that last one, though she tried to hide it.

‘That’s a bit… sentimental for what it actually means. It’s not a word that translates well into human languages. It’s...’ Her hands waved through the air, like she could pull the right words out of the gaps between molecules. ‘It describes two people whose timelines are inextricably entwined. So much so that to change time so they’d never met, or even to unravel a few of their interactions, would... well. Irrevocably damage the web of time, shatter fixed points, warp the whole of... the whole of  _forever_.’

Bill raised an eyebrow, and it wasn’t because the Doctor’s hand gestures had got a bit wild. ‘That’s possibly the most sentimental thing I’ve ever heard.’

‘Well. Maybe to humans, it’s sentimental. My people considered it a curse.’

Bill thought back to what the Doctor had said on the Eye of Orion, when she’d been too angry to listen, about unconditional love and how much it hurt. There was a bit of the same sadness in her eyes right now. ‘I’m glad she’s changed enough for you to be properly friends, for now at least,’ she said, although she hadn’t realised she felt that way till she said it. ‘Even if I don’t want to be around her... I’m really glad for you.’

‘Thank you, Bill,’ the Doctor said quietly. ‘I’m sorry that it’s pushing you away. It’s the last thing I want, believe me, but-’

‘It’s okay, I get it,’ Bill said. ‘Besides, I’m going to go study at this amazing university, aren’t I? Heather and I talked and we’re going to go exploring together too - I can handle becoming a puddle long enough to travel somewhere. And...’ She paused, thinking about her possibilities, and realised the decision was already made. ‘And you’re going to come back every weekend or so to pick me up for an adventure, just you and me. But only if you promise to stay away if you’re not sure about Missy!’

‘Really! You will - I mean, yes, I  _absolutely_ promise that,’ the Doctor said, nodding eagerly. ‘There’s so many places I still want to take you - it’ll be amazing - and you can invite Heather along sometimes too, if you want. I do still need to teach her about avoiding temporal paradoxes.’

She looked like she was about to start dancing on the spot, and it made Bill grin. She really was so different to the other Doctor - but still the same. Same excitement, even if she showed it a little differently; same hope, same two great big hearts  ‘Oh, come here,’ she said, getting to her feet and opening her arms; the Doctor took her up on it, pulling her into a tight hug.

Yeah. Same Doctor. And some brand new adventures ahead of them both.

*

Bill stepped out of the TARDIS into bright sunshine and the ozone-and-salt smell of the sea.

She’d been given first pick of accommodation as a thank you from the new Chancellor for helping save the university, so she’d chosen somewhere warm. This particular bit of the planet would be considered Mediterranean back on Earth, and she was close enough to the coast that she’d be able to see the waves from her dorm room window. Heather would like that. The campus itself was just as gorgeous - low buildings hugged the ground, their walls covered with vivid green foliage so that in places they almost seemed to blend in to their surroundings. Lots of plants, and no insect robots. Much to Bill’s relief, they’d all been replaced with student volunteers until the University could build properly tamper-proof ones.

‘Right, then!’ the Doctor said, hefting one of Bill’s heavy suitcases out of the TARDIS. ‘Oh, this is nice! Now, you’re in the Rexallia Dorm, room 402, it should be around here somewhere...’

‘It’s over there,’ Bill said, pointing in the opposite direction to where the Doctor was looking. She’d spent enough time flicking through the videos and brochures to recognise it by heart.

‘I knew that. Anyway,’ the Doctor said, dragging out Bill’s second suitcase, ‘I double-checked the local date and you’ve got almost two weeks to settle in before classes start. Which you can use to get a head start on the assigned reading. I might not be your tutor anymore, but I still expect you to never get less than a first.’

‘They don’t even use that grading system here, they’ve got their own system. It’s got about fifteen levels.’

‘Less than the local equivalent of a first, then. Do you want any help carrying your suitcases to your room? It looks a bit of a walk...’

‘Doctor, it’s fine. Stop mother-henning,’ Bill said, and the Doctor had the grace to look a little abashed. It was her fault the suitcases were so heavy in the first place - Bill hadn’t wanted to take too much, but the Doctor had insisted on picking stuff up from her old place in Bristol for her and throwing in several things from the TARDIS too. She had no idea what some of the things in the suitcases even did. ‘If I need a hand, I’ll collar one of the other students into helping. Good way to meet people. I’ll be fine. And I’ll see you soon, anyway.’

‘Weekend after your classes start. I’ll take you somewhere with good food and you can tell me all about it.’ And then there’d be some kind of crisis and they’d have to save wherever it was from death and destruction. That was how trips with the Doctor usually went, anyway. 

‘Sounds great. I’ll see you then, yeah?’ The Doctor nodded, looking a little lost for a moment, and Bill grinned at her and pulled her into a goodbye hug. ‘You go have fun with Missy. You’ve got a whole lot of stars to see together.’

‘We do,’ the Doctor said, very soft, and hugged Bill a little harder before stepping back. ‘Go on, get settled in. And don’t forget that headstart on your reading!’

‘I won’t!’ Bill promised, laughing, as the Doctor waved goodbye and closed the TARDIS door behind her. Bill dragged her suitcases a few steps back and watched as the light on top began to flash, a grinding sound rose and fell through the air, and the TARDIS itself simply became translucent, then vanished as it it’d never been there.

And revealed a very familiar face standing right behind it. ‘Are you sure you don’t need a hand with those bags?’ asked Heather.

‘Were you there this whole time?’ Bill asked, laughing, holding out her arms for a hug - which Heather gave her, plus a peck on the lips that still had Bill’s heart doing a loop-the-loop in her chest. ‘You should have come out, said hi to the Doctor-’

‘Yeah, but I couldn’t resist the dramatic reveal,’ Heather said. She picked up one of the suitcases like it weighed nothing. ‘Where to?’

‘Over there. Come on, you can help me get settled in, and then - well. I would show you around, but I only just got here myself. We’ll explore together, yeah?’

‘Sounds great,’ Heather said, and they walked off together, hand-in-hand, towards Bill’s new home.

**Notes for the Chapter:**

> The End.
> 
> I do have plans for more things to write, though probably not very much until Thirteen's first episodes are out. (Unless I die of excitement before Autumn finally rolls round!) Thank you so much to everyone who's read along as I posted this and everyone who may read it in the future - you're all amazing!


End file.
